sc13da506290026_10042010.htm

0000921895-10-001449.txt : 20101004 0000921895-10-001449.hdr.sgml : 20101004 20101004172114 ACCESSION NUMBER: 0000921895-10-001449 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20101004 DATE AS OF CHANGE: 20101004 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DWS Dreman Value Income Edge Fund, Inc. CENTRAL INDEX KEY: 0001375387 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85158 FILM NUMBER: 101106729 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 Dreman Value IncomEdge Fund, Inc. DATE OF NAME CHANGE: 20060913 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN INVESTMENT LLC CENTRAL INDEX KEY: 0001286207 IRS NUMBER: 870623442 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 7050 S. UNION PARK CENTER, SUITE 590 CITY: MIDVALE STATE: UT ZIP: 84047 BUSINESS PHONE: 801-568-1400 MAIL ADDRESS: STREET 1: 7050 S. UNION PARK CENTER, SUITE 590 CITY: MIDVALE STATE: UT ZIP: 84047 SC 13D/A 1 sc13da506290026_10042010.htm AMENDMENT NO. 5 TO THE SCHEDULE 13D sc13da506290026_10042010.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. 5)1

DWS Dreman Value Income Edge Fund, Inc.

(Name of Issuer)

Common Stock, $0.01 Par Value

(Title of Class of Securities)

23339M204

(CUSIP Number)

STEVEN WOLOSKY, ESQ.

OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

October 4, 2010

(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. 23339M204

1	NAME OF REPORTING PERSON WESTERN INVESTMENT LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (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 2,424,575
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 2,424,575
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,424,575
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.6%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 23339M204

1	NAME OF REPORTING PERSON ARTHUR D. LIPSON
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (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 2,424,575
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 2,424,575
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,424,575
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.6%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 23339M204

1	NAME OF REPORTING PERSON WESTERN INVESTMENT HEDGED PARTNERS L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (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 718,495
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 718,495
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 718,495
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

CUSIP NO. 23339M204

1	NAME OF REPORTING PERSON WESTERN INVESTMENT ACTIVISM PARTNERS LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (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 273,700
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 273,700
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 273,700
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.1%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 23339M204

1	NAME OF REPORTING PERSON WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (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 715,822
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 715,822
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 715,822
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.8%
14	TYPE OF REPORTING PERSON PN

CUSIP NO. 23339M204

1	NAME OF REPORTING PERSON WESTERN INVESTMENT TOTAL RETURN FUND LTD.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (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 CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 716,158
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 716,158
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 716,158
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.8%
14	TYPE OF REPORTING PERSON CO

CUSIP NO. 23339M204

1	NAME OF REPORTING PERSON BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (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 431,700
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 431,700
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 431,700
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.7%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 23339M204

1	NAME OF REPORTING PERSON BENCHMARK PLUS PARTNERS, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (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 246,650
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 246,650
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 246,650
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.0%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 23339M204

1	NAME OF REPORTING PERSON BENCHMARK PLUS MANAGEMENT, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (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 678,350
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 678,350
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 678,350
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.7%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 23339M204

1	NAME OF REPORTING PERSON ROBERT FERGUSON
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (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 678,350
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 678,350
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 678,350
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.7%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 23339M204

1	NAME OF REPORTING PERSON SCOTT FRANZBLAU
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (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 678,350
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 678,350
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 678,350
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.7%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 23339M204

1	NAME OF REPORTING PERSON ROBERT H. DANIELS
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
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 600
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 600
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 600
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 23339M204

1	NAME OF REPORTING PERSON GREGORY R. DUBE
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (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

CUSIP NO. 23339M204

1	NAME OF REPORTING PERSON WILLIAM J. ROBERTS
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (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

CUSIP NO. 23339M204

1	NAME OF REPORTING PERSON LYNN D. SCHULTZ
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (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 100
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 100
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 100
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 23339M204

The following constitutes Amendment No. 5 to the Schedule 13D filed by the undersigned (“Amendment No. 5”). This Amendment No. 5 amends the Schedule 13D as specifically set forth herein.

Item 2

Identity and Background.

Item 2 is hereby amended to add the following:

In connection with the Agreement described and defined in Item 4 Robert H. Daniels, Gregory R. Dube, William J. Roberts and Lynn D. Schultz, are no longer members of the Section 13(d) group and shall cease to be Reporting Persons immediately after the filing of this Amendment No. 5 to the Schedule 13D. In addition, in connection with the Termination Agreement described and defined in Item 6, Benchmark Plus Institutional Partners, L.L.C., Benchmark Plus Partners, L.L.C., Benchmark Plus Management, L.L.C., Scott Franzblau and Robert Ferguson are no longer members of the Section 13(d) group and shall cease to be Reporting Persons immediately after the filing of this Amendment No. 5 to the Schedule 13D. The remaining Reporting Persons will continue filing as a group statements on Schedule 13D with respect to their be neficial ownership of securities of the Issuer, to the extent required by applicable law.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The aggregate purchase price of the 2,424,575 Shares beneficially owned by WILLC is approximately $29,111,753.

The Shares beneficially owned by WILLC consist of 400 Shares that were acquired with WILLC’s working capital, 718,495 Shares that were acquired with WIHP’s working capital, 273,700 Shares that were acquired with WIAP’s working capital, 715,822 Shares that were acquired with WITRP’s working capital and 716,158 Shares that were acquired with WITRL’s working capital.

The aggregate purchase price of the 678,350 Shares beneficially owned by BPM is approximately $8,586,442.

The Shares beneficially owned by BPM consist of 431,700 Shares that were acquired with BPIP’s working capital and 246,650 Shares that were acquired with BPP’s working capital.

The aggregate purchase price of the 600 Shares beneficially owned by Mr. Daniels is approximately $17,596. The Shares beneficially owned by Mr. Daniels were acquired with personal funds.

The 100 Shares owned by Ms. Schultz were a gift from WILLC.

Item 4.

Purpose of Transaction.

Item 4 is hereby amended to add the following:

On October 4, 2010, the Reporting Persons and DWS Investment Management Americas Inc. (“DWS Investments”), the investment manager of the Issuer, entered into a Liquidity Program and Standstill Agreement (the “Agreement”). Pursuant to the terms of the Agreement, DWS Investments agreed to, among other things, recommend to the Boards of Directors and Boards of Trustees (collectively, the “Board”) of the Issuer and certain other closed-end management investment companies (the “DWS Closed-End Funds”) for which DWS Investments acts as investment manager or investment adviser, including DWS Global High Income Fund, Inc. (“LBF”) and DWS RREEF World Real Estate Fund, Inc. (“DRP”), the following:

CUSIP NO. 23339M204

(a) The Board adopt, with respect to LBF and the Issuer a program of cash tender offers commencing on or before October 22, 2010 for up to 25% of their outstanding shares of common stock at a price equal to 99% of the net asset value (“NAV”) of the shares;

(b) The Board authorize and direct the Issuer to conduct open-market repurchases of its shares of common stock between December 1, 2010 and May 31, 2011 when its shares are trading at a discount to NAV in excess of 5%. The repurchases in a given calendar month shall be limited to 2% of the Issuer’s outstanding shares of common stock at the beginning of such calendar month. The Issuer shall disclose the number of shares repurchased each month and the accretive value of such repurchases to the Issuer’s per share NAV in a press release;

(c) The Board shall authorize changing the Issuer’s primary investment objective, with corresponding changes in investment strategy and policies, to reflect an increased emphasis on seeking high yield; and

(d) The Board shall approve a merger (the “DRP Merger”) of DRP into DWS RREEF Global Real Estate Securities Fund (the “RREEF Open-End Fund”) such that shareholders of DRP shall receive an amount of shares of the RREEF Open-End Fund equal in value to the NAV of such shareholder’s holdings of DRP, subject to a redemption fee of no greater than 0.5% for a period of no longer than six months after the consummation of the merger transaction.

The Issuer, DRP and LBF announced today their respective Boards’ approval of each of these matters.

Pursuant to the terms of the Agreement, the Reporting Persons agreed to, among other things, (a) withdraw all stockholder proposals and director nominees with regard to the DWS Closed-End Funds, (b) withdraw and not submit any requests or demands to exercise their rights of inspection prior to the upcoming 2010 or 2011 annual meetings, as the case may be, with respect to the DWS Closed-End Funds and (c) for so long as the Agreement remains in effect or until October 31, 2015, if earlier, (i) refrain from making any stockholder proposals concerning any DWS Closed End Fund, (ii) vote in accordance with the Board’s recommendations on nominees for election as Directors/Trustees of any DWS Closed-End Fund, (iii) vote in favor of the DRP Merger, (iv) refrain from directly or indirectly soliciting or encouraging others to vote against the Board’s recommendations on any matters affecting any DWS Closed-End Fund, (v) refrain from proposing any nominees for election to the Board, (vi) refrain from directly proposing or making any filing with respect to any form of business combination, restructuring, recapitalization, dissolution or similar transaction involving any DWS Closed-End Fund, (vii) refrain from granting a proxy with respect to shares of any DWS Closed-End Fund other than to officers of, or other persons named as proxies by, such DWS Closed-End Fund, (viii) refrain from executing any written consent with respect to any DWS Closed-End Fund shares other than as may be solicited by such DWS Closed-End Fund, (ix) refrain from joining or participating in a group concerning any DWS Closed-End Fund, (x) refrain from seeking the removal of any member of the Board and (xi) refrain from seeking control or influence over the management or policies of any DWS Closed End Fund.

CUSIP NO. 23339M204

The Reporting Persons believe that the actions recommended by DWS Investments would be in the best interests of all shareholders.

The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 5.

Interest in Securities of the Issuer.

Item 5(a) is hereby amended and restated to read as follows:

(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 25,128,908.19 Shares outstanding, which is the total number of Shares outstanding as of April 9, 2010, as reported in the Issuer’s Definitive Proxy Statement, filed with the Securities and Exchange Commission on April 16, 2010.

As of the close of business on October 1, 2010, WIHP, WIAP, WITRP and WITRL beneficially owned 718,495, 273,700, 715,822 and 716,158 Shares, respectively, representing approximately 2.9%, 1.1%, 2.8% and 2.8%, respectively, of the Shares outstanding.

As the managing member of WIAP, the investment manager of WITRL and the general partner of each of WIHP and WITRP, WILLC may be deemed to beneficially own the 2,424,175 Shares owned in the aggregate by WIHP, WIAP, WITRP and WITRL, constituting approximately 9.6% of the Shares outstanding, in addition to the 400 Shares it holds directly.

As the managing member of WILLC, Mr. Lipson may be deemed to beneficially own the 2,424,575 Shares beneficially owned by WILLC, constituting approximately 9.6% of the Shares outstanding.

As of the close of business on October 1, 2010, BPIP and BPP beneficially owned 431,700 and 246,650 Shares, respectively, constituting approximately 1.7% and 1.0%, respectively, of the Shares outstanding.

As the managing member of each of BPIP and BPP, BPM may be deemed to beneficially own the 678,350 Shares owned in the aggregate by BPIP and BPP, constituting approximately 2.7% of the Shares outstanding.

As managing members of BPM, Messrs. Franzblau and Ferguson may each be deemed to beneficially own the 678,350 Shares beneficially owned by BPM, constituting approximately 2.7% of the Shares outstanding.

As of the close of business on October 1, 2010, Mr. Daniels directly owned 600 Shares, constituting less than 1% of the Shares outstanding.

As of the close of business on October 1, 2010, Ms. Schultz directly owned 100 Shares, constituting less than 1% of the Shares outstanding.

Item 5(c) is hereby amended and restated to read as follows:

CUSIP NO. 23339M204

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

On October 4, 2010, WILLC and the Benchmark Entities executed a Termination Agreement in which the parties agreed that the oral agreement pursuant to which WILLC provides recommendations from time to time to BPIP and BPP with respect to purchases and sales of securities of the Issuer and that certain Joint Filing and Solicitation Agreement by and among WILLC and its affiliates and the Benchmark Entities dated February 9, 2010, shall each be terminated.

On October 4, WIHP, WIAP, WITRP, WITRL and Mr. Lipson entered into a Joint Filing Agreement in which they agreed to the joint filing on behalf of each of them of statements on Schedule 13D, with respect to securities of the Issuer, to the extent required by applicable law. A copy of this agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibits:

99.1

Liquidation Program and Standstill Agreement by and among Deutsche Investment Management Americas Inc., Arthur D. Lipson, Western Investment LLC and Benchmark Plus Management, LLC dated October 4, 2010.

99.2

Joint Filing Agreement by and among Western Investment LLC, Western Investment Hedged Partners L.P., Western Investment Activism Partners LLC, Western Investment Total Return Fund Ltd., Western Investment Total Return Partners L.P. and Arthur D. Lipson dated October 4, 2010.

CUSIP NO. 23339M204

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: October 4, 2010	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 ACTIVISM PARTNERS LLC

By:	Western Investment LLC
	Managing Member

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 TOTAL RETURN FUND LTD.

By:	Western Investment LLC
	Investment Manager

By:	/s/ Arthur D. Lipson
	Name:	Arthur D. Lipson
	Title:	Managing Member

	/s/ Arthur D. Lipson
	ARTHUR D. LIPSON

	/s/ Arthur D. Lipson
	ARTHUR D. LIPSON As Attorney-In-Fact for Robert H. Daniels, Gregory R. Dube, William J. Roberts and Lynn D. Schultz

CUSIP NO. 23339M204

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

By:	/s/ Scott Franzblau
	Name:	Scott Franzblau
	Title:	Managing Member

BENCHMARK PLUS PARTNERS, L.L.C.

By:	Benchmark Plus Management, L.L.C.
	Managing Member

By:	/s/ Robert Ferguson
	Name:	Robert Ferguson
	Title:	Managing Member

By:	/s/ Scott Franzblau
	Name:	Scott Franzblau
	Title:	Managing Member

BENCHMARK PLUS MANAGEMENT, L.L.C.

By:	/s/ Robert Ferguson
	Name:	Robert Ferguson
	Title:	Managing Member

By:	/s/ Scott Franzblau
	Name:	Scott Franzblau
	Title:	Managing Member

	/s/ Robert Ferguson
	ROBERT FERGUSON

	/s/ Scott Franzblau
	SCOTT FRANZBLAU

EX-99.1 2 ex99113da506290026_10042010.htm STANDSTILL AGREEMENT ex99113da506290026_10042010.htm

Exhibit 99.1

LIQUIDITY PROGRAM AND STANDSTILL AGREEMENT

This Liquidity Program and Standstill Agreement (the “Agreement”) is made and entered into effective as of the fourth day of October, 2010 by and among Deutsche Investment Management Americas Inc. (“DWS Investments”), a Delaware corporation with its principal place of business at 345 Park Avenue, New York, New York 10154, Arthur D. Lipson, Western Investment LLC, a Delaware limited liability company, having a place of business at 7050 South Union Park Center, Suite 590, Midvale, Utah 84047, and its officers, directors, partners, employees and “affiliated persons” (as that term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”)), Benchmark Plus Management, LLC, a Delaware limited liability company, having a place of business at 820 A Street, Suite 700, Tacoma, Washi ngton 98402, and its officers, directors, partners, employees and “affiliated persons” (as that term is defined in the 1940 Act). Western Investment LLC, Benchmark Plus Management, LLC and Mr. Lipson are referred to herein collectively as “Western,” and any pooled investment vehicles managed or controlled by Western are referred to herein collectively as the “Western Funds.”

WHEREAS, DWS Investments is registered as an investment adviser with the Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended, and acts pursuant to investment advisory or investment management contracts as the investment adviser or investment manager, as applicable, to various registered closed-end management investment companies (the “DWS Closed-End Funds”), including DWS Dreman Value Income Edge Fund, Inc. (“DHG”), DWS RREEF World Real Estate Fund, Inc. (“DRP”), and DWS Global High Income Fund (“LBF”);

WHEREAS, Western and the Western Funds are stockholders of a number of DWS Closed-End Funds and, since 2008, have engaged in, or have stated their intention to engage in, proxy contests with respect to the election of directors and the approval of stockholder proposals on a variety of topics relating the governance and management of certain DWS Closed-End Funds;

WHEREAS, Western and certain Western Funds have submitted, or have provided advance notice of their intention to submit, stockholder proposals for consideration at the next annual meeting of stockholders of LBF, and have provided advance notice of their intention to solicit proxies in support of Western nominees for election as directors at that meeting (the “Current Western Proposals”); and

WHEREAS, the parties to this Agreement wish to resolve disputed matters concerning the Current Western Proposals and possible future actions by Western with regard to the DWS Closed-End Funds;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, and for other good and valuable consideration, and without any admission of liability, or inadequacy of claims, whatsoever by any of the parties, the parties agree as follows:

1.	Recommendations to the Board. Promptly following the execution of this Agreement, DWS Investments shall recommend to the Boards of Directors and Boards of Trustees of the DWS Closed-End Funds (collectively, the “Board”) undertaking the following measures:

(a)

The Board should adopt, solely with respect to DHG and LBF (the “Covered Funds”), a program of issuer tender offers on the following terms (the “Tender Offer Program”):

(i)

On or before October 22, 2010, each Covered Fund shall commence an issuer tender offer for up to 25% of such Covered Fund’s outstanding common shares at a price equal to 99% of the net asset value of such shares calculated as of the close of trading on the New York Stock Exchange (“NYSE”) on the day after the date on which the offer expires, subject to substantially the same conditions as are set forth in Appendix A hereto.

(ii)

Each Covered Fund will use reasonable efforts to conduct its tender offer on a strictly pro-rata basis, without granting priority or preference to holders of “odd lots” when accepting shares tendered.

(iii)

Each Covered Fund shall offer to pay for tendered shares solely in cash.

(b)

The Board should authorize and direct DHG to conduct open-market repurchases of its own common shares on the following terms (the “DHG Repurchase Program”):

(i)

The DHG Repurchase Program will commence on December 1, 2010 and terminate on May 31, 2011, during which period DHG will conduct repurchases when its common shares are trading on the New York Stock Exchange at a discount to net asset value in excess of 5%, subject to the conditions set forth below.

(ii)

DHG will use its best efforts to seek to maximize the number of shares repurchased on each given trading day, subject to any applicable legal constraints including (without limitation) restrictions on trading volumes and prohibitions on the use of material non-public information; provided, however, that under no circumstances will DHG repurchase in a given calendar month a number of shares greater than 2% of DHG’s total outstanding common shares as of the beginning of such month.

(iii)

DWS Investments will post on its website as soon as reasonably practicable each month the total number of shares repurchased under the DHG Repurchase Program during the preceding calendar month, and will include a summary of the accretive value of such repurchases to the per-share net asset value of DHG.

(c)

The Board should authorize changing DHG’s primary investment objective, with corresponding changes to DHG’s investment strategy and policies, to reflect an increased emphasis on seeking high yield (the “DHG Repositioning”).

(d)

The Board should approve a merger of DRP into DWS RREEF Global Real Estate Securities Fund (the “RREEF Open-End Fund”), an open-end fund managed by DWS Investments (the “DRP Merger”), subject to such usual and customary terms and conditions as the Board may deem appropriate on behalf of DRP and/or the RREEF Open-End Fund, including that each stockholder of DRP shall receive a number of full and fractional shares of the RREEF Open-End Fund equal in value, as of the date of the exchange, to the net asset value of such stockholder’s shares of DRP; provided, however, that shares of the RREEF Open-End Fund received in the DRP Merger ma y be subject to a redemption fee of no greater than 0.5% for a period of no longer than six months after the consummation of the merger transaction. The Board should recommend that stockholders approve the DRP Merger and direct DRP and DWS Investments to use customary and reasonable efforts to solicit and obtain proxies in favor of approval of the DRP Merger from stockholders of DRP. DWS Investments shall use reasonable efforts, consistent with its fiduciary duties, to cause the DRP Merger to be consummated on or before March 1, 2011.

(e)

The Board should authorize the issuance of a press release (the “Announcement”) to announce the approval of the Tender Offer Program, the DHG Repurchase Program, the DHG Repositioning and the DRP Merger, substantially in the form as attached in Appendix B.

(f)

The Board should authorize one or more DWS Closed-End Funds and/or DWS Investments to make cash payment(s) to Western Investment LLC in the aggregate amount of $300,000 (the “Reimbursement Payment”), as reimbursement for costs incurred by Western and the Western Funds in proxy contests with respect to the DWS Closed-End Funds, as well as in recognition of the potential benefits to stockholders of the DWS Closed-End Funds as a result of Western’s actions and the covenants set forth in this Agreement. The Board should cause the Reimbursement Payment to be paid in immediately available funds as soon as reasonably practicable following the issuance of the Announcement.

2.	Western Obligations. Effective upon the later of the Announcement (reflecting Board approval of the Tender Offer Program, the DHG Repurchase Program, the DHG Repositioning and the DRP Merger) and the receipt by Western of the full Reimbursement Payment, Western agrees as follows:

(a)

Western and the Western Funds shall take all necessary steps to withdraw all stockholder proposals and all proposed slates of director nominees with regard to DWS Closed-End Funds within five business days of the later of the Announcement (reflecting Board approval of the Tender Offer Program, the DHG Repurchase Program, the DHG Repositioning and the DRP Merger) and the receipt by Western of the full Reimbursement Payment.

(b)

Western and the Western Funds shall not submit any requests or demands to exercise their rights of inspection prior to the upcoming 2011 annual meeting of stockholders of any DWS Closed-End Fund (2010 in the case of LBF), and shall withdraw any such requests or demands already made.

(c)

Western and each Western Fund shall, for so long as this Agreement remains in effect or until the Release Date (as defined below) if earlier, (i) refrain from directly or indirectly making any stockholder proposals concerning any DWS Closed-End Fund; (ii) vote in accordance with the Board’s recommendations on nominees for election as Directors/Trustees of any DWS Closed-End Fund; (iii) vote in favor of the DRP Merger; (iv) refrain from directly or indirectly soliciting or encouraging others to vote against the Board’s recommendations on any matters affecting any DWS Closed-End Fund; (v) refrain from proposing any nominees for election to the Board; (vi) refrain from directly proposing, or making any filing with respect to, any form of business combination, restructuring, recapitalization, dissolution or similar transaction involving any DWS Closed-End Fund, including, without limitation, a me rger, tender or exchange offer, open-ending, share repurchase or liquidation of a DWS Closed-End Fund’s assets; (vii) refrain from granting a proxy with respect to shares of any DWS Closed-End Fund other than to officers of, or other persons named as proxies by, such DWS Closed-End Fund; (viii) refrain from executing any written consent with respect to any DWS Closed-End Fund shares other than as may be solicited by such DWS Closed-End Fund; (ix) refrain from joining or participating in a group concerning any DWS Closed-End Fund; (x) refrain from seeking the removal of any member of the Board; and (xi) refrain from seeking control or influence over the management or policies of any DWS Closed-End Fund. For the purposes of this Agreement, the “Release Date” will be October 31, 2015.

Notwithstanding the foregoing, (i) if the Announcement is not issued on or prior to October 4, 2010, together with Western’s receipt of the Reimbursement Payment in accordance with Section 1(f) hereof, or (ii) if at any time following the issuance of the Announcement and Western’s receipt of the Reimbursement Payment, there is a failure to perform in all respects, pursuant to the terms described herein, any of the Tender Offer Program, the DHG Repurchase Program, the DHG Repositioning or the DRP Merger, or if DWS Investments or any of the DWS Closed-End Funds modifies, amends, changes or cancels, or publicly indicates an intent to do so, in any respect any of the Tender Offer Program, the DHG Repurchase Program, the DHG Repositioning or the DRP Merger, then in either of the events described in clause (i) or (ii) hereof, Weste rn’s obligations under Sections 2 and 3 of this Agreement shall terminate and be of no further force and effect. With respect to the DRP Merger, neither DRP nor DWS Investments shall be deemed to have failed to perform provided that each shall have discharged its obligations as set forth in Section 1(d) herein.

No Disparagement. For a period from the date hereof through the Release Date, each party hereto shall refrain from directly or indirectly disparaging, impugning or taking any action reasonably likely to damage the reputation of any other party, their members, directors, officers or employees, or any of the members of the Board, in each case with respect to any DWS Closed-End Fund. The foregoing shall not apply to any compelled testimony or production of information, either by legal process or subpoena or in connection with a response to a request for information from any governmental authority with jurisdiction over the party from whom information is sought.

4.	No Assignment. This Agreement shall be binding upon the parties and, except as otherwise provided herein, upon their respective legal successors. No party may assign this Agreement without the prior written consent of each other party and any such attempted assignment shall be void.

5.	Third-Party Beneficiaries. The parties agree that the DWS Closed-End Funds are intended as third-party beneficiaries of this Agreement, and that any DWS Closed-End Fund is entitled to rely on and may enforce the terms and provisions hereof directly as if it were a party hereto.

Applicable Law & Jurisdiction The validity of this Agreement, the construction and enforcement of its terms, and the interpretations of the rights and duties of the parties shall be governed by the laws of the State of New York, without regard to conflicts-of-law principles. Additionally, the parties agree that the United States District Court for the Southern District of New York (the “District Court”) shall have exclusive jurisdiction to hear and determine any suit, action or proceeding arising under this Agreement. For such purpose, each of the Parties irrevocably submits to the District Court’s jurisdiction. If the District Court lacks federal subject matter jurisdiction with respect to any such suit, action or proceed ing, each of the Parties irrevocably agrees that any state court sitting in the City and County of New York (the “State Court”) shall have exclusive jurisdiction to hear and determine any such suit, action or proceeding; and, for such purpose, each of the Parties irrevocably submits to the State Court’s jurisdiction and agrees that the Parties will request any such case be assigned to the State Court’s Commercial Division.

7.	Waiver of Jury Trial. To the fullest extent permitted by applicable law, each of the parties hereto hereby irrevocably waives any and all right to trial by jury in any suit, action or proceeding arising under this Agreement.

Damages; Injunctive Relief. In addition to such other monetary damages as may be available at law to DWS Investments and any DWS Closed-End Funds in the event of a material breach by Western or its affiliates under this Agreement, Western agrees to return to the applicable DWS Closed-End Funds the full amount of the Reimbursement Payment if such a breach occurs and is continuing for more than 30 days. Each party acknowledges that a breach of its obligations under this Agreement may result in irreparable harm to another party for which monetary damages will not be sufficient. Each party hereto agrees that, in the event of a breach or threatened breach by another party of its obligations under this Agreement, each non-breaching party shall be entitled, in addition to its other rights and remedies hereunder or at law, to injunctive or other equitable relief, and such further relief as may be proper from a court of competent jurisdiction, including specific performance of the obligations set forth in Paragraph 2 of this Agreement.

10.	Modification. No modification, amendment, supplement to or waiver of this Agreement of any of its provisions shall be binding upon the parties hereto unless made in writing and duly signed by all parties.

11.

Invalidity. In the event that any one or more of the provisions of this Agreement shall for any reasons be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired, and the invalid, illegal or unenforceable provision or provisions shall be replaced by a mutually acceptable provision, which being valid, legal and enforceable, comes closest to the economic effect and intent of the parties underlying the invalid, illegal or unenforceable provision or provisions.

12.

No Waiver. A waiver or breach or default under this Agreement shall not be a waiver of any other or subsequent breach or default. The failure or delay in enforcing compliance with any term or condition of this Agreement shall not constitute a waiver of such term or condition unless such term or condition is expressly waived in writing.

13.	Counterparts. This Agreement may be executed in one or more counterparts transmitted by facsimile or other electronic means, and each counterpart shall have the effect of an original.

14.

Term and Termination. This Agreement shall remain in effect until the earliest of the following: (a) October 31, 2015, or (b) such other date as the parties may agree in writing. Notwithstanding the foregoing, Western shall acquire the right to terminate this Agreement by written notice if, at any time, (x) the Board shall have rescinded the Tender Offer Program with respect to either Covered Fund, or (y) the Board shall have revoked its approval of the DRP Merger, or ceased to recommend stockholder approval thereof, prior to conclusion of the DRP stockholders’ meeting called for the purpose of voting thereon.

15.	Notices. Unless otherwise provided herein, all notices called for by this Agreement shall be given in writing, or by facsimile transmission. Until notice is given to the contrary in accordance with this Paragraph 15, all notices to the respective parties shall be directed to:

If to DWS Investments:

Deutsche Investment Management Americas, Inc.

100 Plaza One - 3rd Floor

Jersey City, New Jersey 07311

Attention: Michael G. Clark, Managing Director

Telephone: (201) 593-6409

Facsimile: (646) 502-4364

with a copy to:

Deutsche Investment Management Americas, Inc.

One Beacon Street

Boston, Massachusetts 02108

Attention: Caroline Pearson, Esq.

Telephone: (617) 295-2565

Facsimile: (617) 443-7059

If to Western Investment LLC or Arthur D. Lipson:

Western Investment LLC

7050 South Union Park Center, Suite 590

Midvale, Utah 84047

Attention: Arthur D. Lipson

Telephone: (801) 568-1400

Facsimile: (801) 568-1417

with a copy to:

Olshan Grundman Frome Rosenzweig & Wolosky LLP

Park Avenue Tower

65 East 55th Street

New York, NY 10022

Attention: Adam W. Finerman, Esq.

Telephone: (212) 451-2289

Facsimile: (212) 451-2222

If to Benchmark Plus Management, LLC:

Benchmark Plus Management, LLC

820 A Street, Suite 700

Tacoma, Washington 98402

Attention: Robert Ferguson/Scott Franzblau

Telephone: (253) 573-0657

Facsimile: (253) 396-9066

16.

Entire Agreement. This Agreement and any other written agreement entered into by the parties on or after the date of this Agreement shall constitute the entire Agreement among the parties and shall supersede all previous agreements, promises, proposals, representations, understandings and negotiations, whether written or oral, among the parties respecting the subject matter hereof.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

DEUTSCHE INVESTMENT MANAGEMENT AMERICAS, INC.


By:	/s/ W. Douglas Beck
	Name:	W. Douglas Beck
	Title:	Managing Director

DEUTSCHE INVESTMENT MANAGEMENT AMERICAS, INC.


By:	/s/ Michael G. Clark
	Name:	Michael G. Clark
	Title:	Managing Director

WESTERN INVESTMENT LLC


By:	/s/ Arthur D. Lipson
	Name:	Arthur D. Lipson
	Title:	Managing Member

	ARTHUR D. LIPSON


	/s/ Arthur D. Lipson

BENCHMARK PLUS MANAGEMENT, LLC


By:	/s/ Robert S. Ferguson
	Name:	Robert S. Ferguson
	Title:	Member

Liquidity Program and Standstill Agreement – Signature Page

Appendix A

Conditions to Each Tender Offer

A Covered Fund will not accept tenders during any period when (a) such transactions, if consummated, would (i) result in the delisting of such Covered Fund’s shares from the NYSE or (ii) impair, jeopardize or cause the loss of such Covered Fund’s status as a regulated investment company under the Internal Revenue Code of 1986, as amended; (b) there is any (i) legal or regulatory action or proceeding instituted or threatened challenging the tender offer or transactions constituent thereto, (ii) suspension of or limitations on prices for trading securities generally on the NYSE, (iii) declaration of a banking moratorium by federal or state authorities or any suspension of payment by banks in the United States or New York State, (iv) limitation affecting such Covered Fund imposed by federal or state authorities on the extension of credit by lending institutions or (v) outbreak or escalation of hostilities, declaration by the United Sates of a national emergency or war or other calamity or crisis the effect of which on financial markets is such as to make it, in the good faith judgment of the Board, impractical or inadvisable to proceed with the tender offer; or (c) the Board determines in good faith that effecting any transaction constituent to the tender offer would constitute a breach of their fiduciary duty owed to the Covered Fund or its shareholders.

A-1

Appendix B

B-1

EX-99.2 3 ex99213da506290026_10042010.htm JOINT FILING AGREEMENT ex99213da506290026_10042010.htm

Exhibit 99.2

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto), with respect to the securities of DWS Dreman Value Income Edge Fund, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

Dated: October 4, 2010	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 ACTIVISM PARTNERS LLC

By:	Western Investment LLC
	Managing Member

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 TOTAL RETURN FUND LTD.

By:	Western Investment LLC
	Investment Manager

By:	/s/ Arthur D. Lipson
	Name:	Arthur D. Lipson
	Title:	Managing Member

	/s/ Arthur D. Lipson
	ARTHUR D. LIPSON