AMENDED AND RESTATED JOINT FILING AND SOLICITATION AGREEMENT
Exhibit 99.1
AMENDED
AND RESTATED JOINT FILING AND SOLICITATION AGREEMENT
WHEREAS,
certain of the undersigned are stockholders, direct or beneficial, of DWS Dreman
Value Income Edge Fund, Inc. (the “Fund”);
WHEREAS,
Western Investment LLC, a Delaware limited liability company, Western Investment
Hedged Partners L.P., a Delaware limited partnership, Western Investment
Activism Partners LLC, a Delaware limited liability company, Western Investment
Total Return Fund Ltd., a Cayman Islands corporation, Western Investment Total
Return Partners L.P., a Delaware limited partnership, Xxxxxx X. Xxxxxx,
Benchmark Plus Institutional Partners, L.L.C., a Delaware limited liability
company, Benchmark Plus Partners, L.L.C., a Delaware limited liability company,
Benchmark Plus Management, L.L.C., a Delaware limited liability company, Xxxxx
Xxxxxxxxx and Xxxxxx Xxxxxxxx, Xxxxxx X. Xxxxxxx, Xxxxxxx X. Xxxx and Xxxxxxx X.
Xxxxxxx wish to form a group for the purpose of seeking representation on the
Board of Directors of the Fund at the 2010 annual meeting of stockholders of the
Fund, or any other meeting of stockholders held in lieu thereof, and any
adjournments, postponements, reschedulings or continuations thereof (the “2010
Annual Meeting”) and for soliciting stockholder support for any proposal
submitted by Western Investment LLC to the Fund and for the purpose of taking
all other action necessary to achieve the foregoing.
NOW, IT
IS AGREED, this 9th day of February, 2010 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 Xxxxxx Xxxxxxxx Frome Xxxxxxxxxx & Xxxxxxx LLP (“Xxxxxx”)
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 soliciting
proxies or written consents for the election of the persons nominated by the
Group to the Board of Directors of the Fund and any proposals submitted by
Western Investment LLC to stockholders for their approval at the 2010 annual
meeting and for the purpose of taking all other actions incidental to the
foregoing.
4. Western
Investment LLC shall have the right to pre-approve all expenses incurred in
connection with the Group’s activities and agree to pay directly all such
pre-approved expenses.
5. Each
of the undersigned agrees that any SEC filing, press release or stockholder
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 LLC, or its representatives, which approval
shall not be unreasonably withheld.
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’
written notice to all other parties, with a copy by fax to Xxxx Xxxxxxxx at
Xxxxxx, Fax No. (000) 000-0000.
10. Each
party acknowledges that Xxxxxx shall act as counsel for both the Group and
Western Investment LLC and its affiliates relating to their investment in the
Fund.
11. Each
of the undersigned parties hereby agrees that this Agreement shall be filed as
an exhibit to a Schedule 13D pursuant to Rule 13d-1(k)(1)(iii) under the
Exchange Act.
DWS
Dreman Value Income Edge Fund, Inc.
Joint
Filing and Solicitation Agreement Signature Page
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as
of the day and year first above written.
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By:
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/s/
Xxxxxx X. Xxxxxx
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Name:
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Xxxxxx
X. Xxxxxx
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Title:
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Managing
Member
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WESTERN
INVESTMENT HEDGED PARTNERS L.P.
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By:
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General
Partner
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By:
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/s/
Xxxxxx X. Xxxxxx
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Name:
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Xxxxxx
X. Xxxxxx
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Title:
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Managing
Member
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WESTERN
INVESTMENT ACTIVISM PARTNERS LLC
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By:
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Managing
Member
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By:
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/s/
Xxxxxx X. Xxxxxx
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Name:
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Xxxxxx
X. Xxxxxx
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Title:
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Managing
Member
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WESTERN
INVESTMENT TOTAL RETURN PARTNERS L.P.
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By:
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General
Partner
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By:
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/s/
Xxxxxx X. Xxxxxx
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Name:
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Xxxxxx
X. Xxxxxx
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Title:
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Managing
Member
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WESTERN
INVESTMENT TOTAL RETURN FUND LTD.
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By:
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Western
Investment LLC
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Investment
Manager
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By:
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/s/
Xxxxxx X. Xxxxxx
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Name:
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Xxxxxx
X. Xxxxxx
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Title:
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Managing
Member
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/s/
Xxxxxx X. Xxxxxx
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XXXXXX
X. XXXXXX
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/s/
Xxxxxx X. Xxxxxx
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XXXXXX
X. XXXXXX
As
Attorney-In-Fact for Xxxxxx X. Xxxxxxx, Xxxxxxx X. Xxxx and Xxxxxxx X.
Xxxxxxx
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DWS
Dreman Value Income Edge Fund, Inc.
Joint
Filing and Solicitation Agreement Signature Page
BENCHMARK
PLUS INSTITUTIONAL PARTNERS, L.L.C.
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By:
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Benchmark
Plus Management, L.L.C.
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Managing
Member
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By:
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/s/
Xxxxxx Xxxxxxxx
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Name:
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Xxxxxx
Xxxxxxxx
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Title:
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Managing
Member
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By:
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/s/
Xxxxx Xxxxxxxxx
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Name:
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Xxxxx
Xxxxxxxxx
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Title:
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Managing
Member
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BENCHMARK
PLUS PARTNERS, L.L.C.
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By:
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Benchmark
Plus Management, L.L.C.
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Managing
Member
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By:
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/s/
Xxxxxx Xxxxxxxx
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Name:
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Xxxxxx
Xxxxxxxx
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Title:
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Managing
Member
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By:
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/s/
Xxxxx Xxxxxxxxx
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Name:
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Xxxxx
Xxxxxxxxx
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Title:
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Managing
Member
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BENCHMARK
PLUS MANAGEMENT, L.L.C.
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By:
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/s/
Xxxxxx Xxxxxxxx
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Name:
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Xxxxxx
Xxxxxxxx
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Title:
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Managing
Member
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By:
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/s/
Xxxxx Xxxxxxxxx
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Name:
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Xxxxx
Xxxxxxxxx
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Title:
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Managing
Member
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/s/
Xxxxxx Xxxxxxxx
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XXXXXX
XXXXXXXX
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/s/
Xxxxx Xxxxxxxxx
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XXXXX
XXXXXXXXX
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