UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D

Under the Securities Exchange Act of 1934 (Amendment No. __)

Deutsche Strategic Municipal Income Trust
(f/k/a DWS Strategic Municipal Income Trust)
(Name of Issuer)

Floating Rate Municipal Term Preferred Shares, Series 2015
(Title of Class of Securities)

25159F300
(CUSIP Number)
 
Marc Wetherhill
PartnerRe Ltd.
Wellesley House South
90 Pitts Bay Road
Pembroke HM 08 Bermuda
Telephone: 441-294-4403
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
January 31, 2015
(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 ☐.
 
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. 25159F300
SCHEDULE 13D
Page 2 of 13 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
PartnerRe Ltd.
 
 
 
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Bermuda
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
2,419
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
2,419
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,419
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
86.4%*
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 

HC
The shares are deemed beneficially owned as a result of PartnerRe Ltd. being the ultimate parent company of Partner Reinsurance Company of the U.S.
 
 
 
 
 
*The percentage is less than 100% because the issuer has other series of preferred shares outstanding that carry equal voting rights, and  rank on a parity with respect to dividends, with the shares that are the subject of this filing.
 

CUSIP No. 25159F300
 
Page 3 of 13 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
Partner Reinsurance Company Ltd.
 
 
 
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
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
 
 
Bermuda
 
 
 
 
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 (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0.0%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 



CUSIP No. 25159F300
 
Page 4 of 13 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
Partner Reinsurance Company of the U.S.
 
 
 
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
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
 
 
New York
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
2,419
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
2,419
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,419
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
86.4%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 



CUSIP No. 25159F300
 
Page 5 of 13 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
PartnerRe Principal Finance Inc.
 
 
 
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
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
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
2,419
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
2,419
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,419
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
86.4%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO; IA
 
The shares are deemed beneficially owned as a result of PartnerRe Principal Finance Inc. being the investment adviser of Partner Reinsurance Company of the U.S. and Partner Reinsurance Company Ltd.
 
 
 
 


 
 
Page 6 of 13 Pages
 
Item 1. Security and Issuer
 
This statement on Schedule 13D (this “Statement”) relates to floating rate municipal term preferred shares (collectively, the “MTPS Shares”) of Deutsche Strategic Municipal Income Trust (the “Issuer”).
 
The Issuer’s principal executive offices are located at: Deutsche Asset & Wealth Management, One Beacon Street, Boston, MA 02108, Attn: Secretary of the Deutsche Funds.
 
Item 2. Identity and Background
 
This Statement is being filed jointly on behalf of each of the following persons (collectively, the “Reporting Persons”):
 
(1) PartnerRe Ltd. (“PartnerRe”) is incorporated in Bermuda.  Its principal business is acting as the ultimate holding company for the international reinsurance and insurance business of its wholly-owned subsidiaries.  The address of the principal business and principal office of PartnerRe is Wellesley House South, 90 Pitts Bay Road, Pembroke HM 08 Bermuda.
 
(2) Partner Reinsurance Company Ltd. (“PRC”) is incorporated in Bermuda.  It is licensed as a Class 4 and Class E insurer in Bermuda, and its principal business is reinsurance.  PRC is a wholly owned direct subsidiary of PartnerRe.  The address of the principal business and principal office of PRC is Wellesley House South, 90 Pitts Bay Road, Pembroke HM 08 Bermuda.
 
(3) Partner Reinsurance Company of the U.S. (“PRC-US”) is a property and casualty insurance company incorporated in New York.  Its principal business is reinsurance.  PRC-US is a wholly owned indirect subsidiary of PartnerRe.  The address of the principal business and principal office of PRC-US is One Greenwich Plaza, Greenwich, Connecticut 06830.
 
(4) PartnerRe Principal Finance Inc. (“Principal Finance”) is a Delaware corporation.  Its principal business is acting as an internal consultant and investment adviser to certain wholly-owned subsidiaries of PartnerRe, including PRC and PRC-US.  Principal Finance is a wholly owned indirect subsidiary of PartnerRe.  The address of the principal business and principal office of Principal Finance is One Greenwich Plaza, Greenwich, Connecticut 06830.
 
During the last 5 years none of the Reporting Persons has been convicted in a criminal proceeding.
 
During the last 5 years, none of the Reporting Persons has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding it 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.
 

 
 
Page 7 of 13 Pages
                                  
Information required by Instruction C to Schedule 13D concerning each executive officer, director and controlling person (the “Listed Persons”) of the Reporting Persons is listed on Schedule I attached hereto, and is incorporated by reference herein.  To the best knowledge of the Reporting Persons, during the last 5 years none of such Listed Persons has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding such person 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.
 
Item 3. Source and Amount of Funds or Other Consideration
 
On January 16, 2015, PRC and Citibank N.A. (“Citibank”) entered into a Put/Call Agreement (the “Put/Call Agreement”), by which, among other things, (i) PRC granted Citibank an option (exercisable between January 21, 2015 and March 31, 2015) (the “Put Option”) to cause PRC to purchase the MTPS Shares from Citibank at the option price of $60,475,000 plus accumulated but unpaid dividends (the “Option Price”); and (ii) Citibank granted PRC an option (exercisable on April 1, 2015) (the “Call Option”) to cause Citibank to sell the MTPS Shares to PRC at the Option Price.  In connection with the Put/Call Agreement, Citibank paid PRC a fee of $604,750 in cash.
 
On January 31, 2015, the date that is sixty days prior to April 1, 2015, the date on which PRC became entitled to exercise the Call Option, PRC, PartnerRe and Principal Finance may be deemed to have acquired beneficial ownership of the MTPS Shares.
 
On March 3, 2015, Citibank notified PRC that it was exercising the Put Option.  PRC designated its affiliate, PRC-US, to perform its obligations under the Put/Call Agreement, and accordingly PRC-US purchased the MTPS Shares from Citibank on March 10, 2015 for the Option Price of approximately $60,493,557 in cash.  The source of such funds was working capital of PRC-US.
 
When PRC-US purchased the MTPS Shares from Citibank as PRC’s designee under the Put/Call Agreement, PRC-US acquired beneficial ownership of the MTPS shares, and PRC ceased to have beneficial ownership of the MTPS Shares.
 
Item 4. Purpose of Transaction
 
PRC entered into the Put/Call Agreement for investment purposes, and PRC-US purchased the MTPS Shares for investment purposes.
 
The Reporting Persons have not acquired beneficial ownership of the MTPS Shares with any purpose, or with the effect of, changing or influencing control of the Issuer, or in connection with or as a participant in any transaction having that purpose or effect.
 
On May 1, 2015, the Issuer filed with the Securities and Exchange Commission a Notification of Intention to Redeem Securities Pursuant to Rule 23c-2 under the Investment Company Act of 1940, in which it stated that it intends to redeem the MTPS Shares pursuant to their terms on June 1, 2015, or as soon as practicable thereafter.
 
Item 5. Interest in Securities of the Issuer
 
(a)-(b) The responses of the Reporting Persons to Rows (7) through (13) (inclusive) of the cover pages of this Statement are incorporated herein by reference.
 
(c) The responses of the Reporting Persons in Item 3 and Item 4 of this Statement are incorporated herein by reference.
 

 
 
Page 8 of 13 Pages
 
(d) No other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the MTPS Shares that may be deemed to be beneficially owned by the Reporting Persons.
 
(e) Not applicable.
 
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
 
The responses of the Reporting Persons in Item 3 and Item 4 of this Statement are incorporated herein by reference.  A complete copy of the Put/Call Agreement is annexed hereto in response to Item 7 below.
 
The summary contained in this Schedule 13D of certain provisions of the Put/Call Agreement is qualified in its entirety by reference to such agreement, a copy of which is attached hereto as Exhibit 99.2 and incorporated herein by reference.
 
Item 7. Material to Be Filed as Exhibits
 
Exhibit 99.1 Joint Filing Agreement, dated May 27, 2015 by and among PartnerRe Ltd., Partner Reinsurance Company Ltd., Partner Reinsurance Company of the U.S. and PartnerRe Principal Finance Inc.
 
Exhibit 99.2 Put/Call Agreement dated as of January 16, 2015 between Partner Reinsurance Company Ltd. and Citibank N.A.
 

 
 
Page 9 of 13 Pages
 
Signatures
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
                                  
Dated: May 27, 2015
                                          
PartnerRe Ltd.
 
 
 
By:
 /s/ C. Marc Wetherhill
 
 
Name:  C. Marc Wetherhill
 
 
Title:    Chief Legal Counsel
 

Partner Reinsurance Company Ltd.
 
 
 
By:
 /s/ C. Marc Wetherhill
 
 
Name:  C. Marc Wetherhill
 
 
Title:    General Counsel & Chief Compliance Officer
 
 
 
Partner Reinsurance Company of the U.S.
 
 
 
By:
 /s/  Thomas L. Forsyth
 
 
Name:  Thomas L. Forsyth
 
 
Title:    EVP, General Counsel & Corporate Secretary
 

 
PartnerRe Principal Finance Inc.
 
 
By:
      /s/  TK Khan
 
 
Name:  TK Khan
 
 
Title:    General Counsel
 
 

 
 
Page 10 of 13 Pages
 
SCHEDULE I
EXECUTIVE OFFICERS AND DIRECTORS OF
REPORTING PERSONS

The following sets forth the name, citizenship and present principal occupation of each executive officer and director of PartnerRe Ltd.  The business address of each such person is Wellesley House South, 90 Pitts Bay Road, Pembroke HM 08 Bermuda.

PartnerRe Ltd.
Executive Officers

Name
Principal Occupation/Title
Citizenship
David Zwiener
President & Interim CEO
USA
William R. Babcock
EVP & CFO
USA
Emmanuel Clarke
CEO – PartnerRe Global
FRANCE
Theodore C. Walker
CEO – North America
USA
Laurie A. Desmet
EVP & COO
USA
David Outtrim
Chief Accounting Officer
UNITED KINGDOM

PartnerRe Ltd.
Directors
 
Name
Principal Occupation/Title
Citizenship
David Zwiener
Director
USA
Debra J. Perry
Director
USA
Egbert Willam
Director
GERMAN
Greg Seow
Director
SINGAPORE
Jan Holsboer
Director
DUTCH
Jean-Paul Montupet
Director
USA
Judith Hanratty
Director
UNITED KINGDOM
Kevin Twomey
Director
USA
Remy Sautter
Director
FRANCE
Roberto Mendoza
Director
USA
 

 
 
Page 11 of 13 Pages
 
The following sets forth the name, citizenship and present principal occupation of each executive officer and director of Partner Reinsurance Company Ltd.  The business address of each such person is Wellesley House South, 90 Pitts Bay Road, Pembroke HM 08 Bermuda.

Partner Reinsurance Company Ltd.
Executive Officers

Name
Principal Occupation/Title
Citizenship
David Durbin
Chief Risk Officer
USA
Andrew Turnbull
General Manager
UNITED KINGDOM
Greg Haft
Head of Catastrophe, Bermuda
USA
Terry Kuruvilla
Chief Actuarial Officer
USA
Joe Barbosa
Treasurer
BERMUDA
C. Marc Wetherhill
General Counsel  & Chief Compliance Officer
BERMUDA

Partner Reinsurance Company Ltd.
Directors

Name
Principal Occupation/Title
Citizenship
David Outtrim
Director
UNITED KINGDOM
William R. Babcock
Director
USA
Emmanuel Clarke
Director
FRANCE
C. Marc Wetherhill
Director
BERMUDA
Greg Haft
Director
USA
Andrew Turnbull
Director
UNITED KINGDOM
 

 
 
Page 12 of 13 Pages
 
The following sets forth the name, citizenship and present principal occupation of each executive officer and director of Partner Reinsurance Company of the U.S.  The business address of each such person is One Greenwich Plaza, Greenwich, Connecticut 06830.

Partner Reinsurance Company of the U.S.
Executive Officers

Name
Principal Occupation/Title
Citizenship
William R. Babcock
Chairman
USA
Laurie A. Desmet
EVP & COO
USA
Marta J. Shevchik
SVP & CFO, Treasurer
USA
Richard N. Sanford
EVP
USA
Theodore C. Walker
President & CEO
USA
Thomas L. Forsyth
EVP, General Counsel & Corporate Secretary
USA
J. Daniel Hickey
EVP
USA
Mathilde P. Noschese
EVP
USA & FRANCE
John S. Peppard
SVP
USA

Partner Reinsurance Company of the U.S.
Directors

Name
Principal Occupation/Title
Citizenship
William R. Babcock
Director
USA
Laurie A. Desmet
Director
USA
Thomas L. Forsyth
Director
USA
J. Daniel Hickey
Director
USA
John S. Peppard
Director
USA
Richard N. Sanford
Director
USA
Theodore C. Walker
Director
USA
 

 
 
Page 13 of 13 Pages
 
The following sets forth the name, citizenship and present principal occupation of each executive officer and director of PartnerRe Principal Finance Inc.  The business address of each such person is One Greenwich Plaza, Greenwich, Connecticut 06830.

PartnerRe Principal Finance Inc.
Executive Officers

Name
Principal Occupation/Title
Citizenship
David Moran
President
USA
Jayen Madia
Deputy Head of Investments & Asset Allocation
USA
John H. Reilly
Chief Risk Officer
USA
Liberatore (Lee) J.  Iannarone
Head of Legal & Chief Compliance Officer
USA
Nicholas Giuntini
CEO & Head of Investments
USA
TK Khan
General Counsel
USA

PartnerRe Principal Finance Inc.
Directors
 
Name
Principal Occupation/Title
Citizenship
Nicholas Giuntini
Director
USA
Liberatore (Lee)  J.Iannarone
Director
USA
Jayen Madia
Director
USA