Edgar Filing: DWS RREEF REAL ESTATE FUND, INC.

SCHEDULE 14A INFORMATION
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DWS RREEF Real Estate Fund, Inc.
DWS RREEF Real Estate Fund II, Inc.
(Name of Registrants as Specified in their Charters)

SUSAN L. CICIORA TRUST
ALASKA TRUST COMPANY, TRUSTEE
SUSAN L. CICIORA
RICHARD I. BARR
JOEL W. LOONEY
c/o Stephen C. Miller, Esq.
and Joel L. Terwilliger, Esq.
2344 Spruce Street, Suite A
Boulder, CO 80302
(303) 442-2156
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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SUSAN L. CICIORA TRUST
ALASKA TRUST COMPANY, TRUSTEE
1029 West Third Avenue, Suite 510
Anchorage, AK 99501

Dear Fellow Stockholders of DWS RREEF Real Estate Fund and DWS RREEF Real Estate
Fund II:

The Susan L. Ciciora Trust, Alaska Trust Company, Trustee (the "Trust") is the
largest stockholder of DWS RREEF Real Estate Fund, Inc. ("SRQ") and a
significant stockholder of DWS RREEF Real Estate Fund II, Inc., both Maryland
corporations ("SRO," together with SRQ, the "Funds"). This open letter is
written to ask for your support in the Trust's continuing effort to reform the
Funds' corporate governance practices and make the Funds' boards of directors
more accountable for the benefit of all stockholders. This letter accompanies a
proxy statement and a green proxy card for the 2009 annual meeting of
stockholders of the Funds (the "Annual Meeting") to be held on a date that
remains to be scheduled.

Background

We successfully defeated the ill-fated liquidation proposals by the current
boards of directors of SRQ and SRO (the "Boards"). As a fellow stockholder in
the Funds, the Trust shares in your economic losses as well as your frustration,
anger and disappointment with current management. We have received your phone
calls, faxes, emails and letters voicing support for our proposals to replace
the Boards and investment managers. Now, we the stockholders must join together
again to create better opportunities for our investments going forward.

Defeating the liquidation proposals was only the first step. Now it's time for
us to take action to move the Funds in a more positive direction. Soon, the
Funds will be required to set the date for the Annual Meeting (last year's
meeting was held on June 2, 2008). At the 2009 Annual Meeting, the Trust will
seek to elect to the Funds' boards the three nominees for incumbent board
positions named in the accompanying proxy statement, each having consented to
being named in the proxy statement, and, if elected, to serve as a director. The
Trust will also offer a number of proposals described in detail in the
accompanying proxy statement. The Trust believes its proposals are beneficial to
all the stockholders of the Funds and will set a new and better course for the
Funds. Please read the attached proxy statement carefully as we believe it
outlines appropriate and necessary changes for the future of our Funds.

First and foremost among the Trust's proposals are that the Funds fire the
people who got us into this mess: Deutsche Asset Management, Inc. and RREEF
America, LLC and the current Boards. This collection of "talent" LOST 91.6% and
81.9%, respectively, of SRO and SRQ's net asset value in 2008, eclipsing the
dismal performance of the S&P 500 (-37%) and winning the dubious distinction of
being dead last (SRO) and third from last (SRQ) in the universe of approximately
640 closed-end funds in 2008. It appears they are trying to do it again in 2009,
with SRO and SRQ already posting dismal year-to-date NAV returns of -26.8% and
-10.24, respectively, for the period ending 4/30/09. SRO is dead last again and
SRQ is 601 out of 640.

Previously, the Trust communicated privately with the Boards, asking them to
immediately terminate the investment managers (Deutsche Asset Management, Inc.
and RREEF America, LLC) and replace members of the Boards. We received NO
response other than the slap-in-the-face proposals to liquidate the Funds and
adoption of overzealous measures designed to prevent large stockholders, such as
the Trust, from voting all their shares and increasing their positions in the
Funds. The Boards have a fiduciary duty to stockholders to make a change, as the
appalling underperformance of the investment managers, Deutsche Asset
Management, Inc. and RREEF America, LLC, clearly demonstrates the need to
terminate their advisory roles.

By advocating the termination and liquidation of the Funds, the Boards
implicitly told stockholders that they have no confidence in Deutsche Asset
Management, Inc. and RREEF America, LLC to continue as advisers! Every day that
passes while these advisers manage our Funds is another example of the Boards
thumbing their noses at stockholders, failing to fulfill their fiduciary duty
and continuing to engage the services of investment managers who have exhibited
no competence as advisers to the Funds.

It is the duty of the Boards to save what little is left in the Funds and
embrace the changes stockholders have supported. During the Fund's campaign to
liquidate SRQ, an independent proxy adviser, RiskMetrics Group stated that it
believes the Trust, through its affiliation with the Boulder-based advisers, may
be able to effectuate change that is "critical to improving the performance of
[SRQ], rather than liquidating." We believe the path to improved performance is
clear: terminate the investment management agreements with Deutsche Asset
Management, Inc. and RREEF America, LLC, hire the Trust's investment managers
for SRQ and replace the members of the Boards. Since SRO is very similar to SRQ,
we believe that the Trust's proposals for SRQ also make sense for SRO and
therefore we have included similar proposals for SRO in this proxy statement.

Why are we making the proposals described in this proxy statement? Because we
can do better. As explained in the accompanying proxy statement, we have been
down this road before and have the performance to prove it. We concluded that
the Boards would not act appropriately unless stockholders send a strong message
that they are dissatisfied with the Funds' corporate governance and investment
management relationships.

Joint Proposals

This proxy statement contains Joint Proposals for SRQ and SRO. This proxy
statement, as well as other proxy materials to be distributed by the Trust, is
available free of charge online at www.srqsro.com. We are asking fellow
stockholders to consider and vote FOR the following proposals for both SRQ and
SRO, all of which are more fully described in the accompanying proxy statement:

1. A proposal to terminate the Investment Management Agreement between
the Funds and Deutsche Asset Management, Inc. ("Proposal 1").

2. A proposal to terminate the Investment Advisory Agreement between
Deutsche Asset Management, Inc. and RREEF America, L.L.C. ("Proposal
2").

3. A proposal that the following nominees ("Trust Nominees") be elected
by the stockholders to the Boards of the Funds, to serve as Class III
directors: Susan L. Ciciora, Richard I. Barr, and Joel W. Looney, who
each has consented to being named in this proxy and, if elected, to
serve as a director ("Proposal 3").

4. A proposal recommending that the Boards change the name of each of the
Funds so that they do not include "DWS" or reference to the DWS family
of funds ("Proposal 4").

5. A proposal recommending that the Boards amend the Funds' respective
charters (each, a "Charter") vesting in the stockholders the power to
amend or adopt the Funds' bylaws (the "Bylaws") by the affirmative
vote of a majority of all votes entitled to be cast on the matter
("Proposal 5").

6. A proposal recommending that the Boards amend the Charters to set the
number of members of each Board to five ("Proposal 6").

7. A proposal recommending that the Boards amend the Charters to
declassify the boards and provide for the annual election of directors
("Proposal 7").

8. A proposal recommending that the Boards amend the Charters to provide
that the secretary of the Fund shall call a special meeting of
stockholders on the written request of stockholders entitled to cast
at least 25% of all votes entitled to be cast at the meeting
("Proposal 8").

9. A proposal recommending that the Boards amend the Bylaws to reduce the
number of directors and declassify the board consistent with the
discussion under Proposals 6 and 7 ("Proposal 9").

10. A proposal recommending that the Boards amend the Bylaws such that
authority to amend the Bylaws is not vested solely in the Boards
("Proposal 10").

11. A proposal recommending that the Boards resolve to negate the
applicability of the Maryland Control Share Acquisition Act such that
the Trust will no longer be subject thereto ("Proposal 11").

12. A proposal recommending that the Boards resolve to terminate the
rights agreements dated April 9, 2009, whereby future purchases of the
Funds' shares by the Trust will trigger a dilutive rights dividend
specifically targeted to dilute only the Trust ("Proposal 12").

13. A proposal recommending that the Boards resolve to negate the
applicability of the Maryland Unsolicited Takeovers Act (Proposal
13").

The Trust and Trust Nominees who are Participants in this proxy solicitation
will propose a resolution to the stockholders of the Funds whereby the
stockholders recommend and request that the Boards of the Funds promptly
initiate and complete the necessary and appropriate processes to implement each
of the above proposals. The Boards have fixed ___________________ as the record
date (the "Record Date") for the determination of stockholders of the respective
Funds entitled to notice of and to vote at the annual meeting and any
postponements or adjournments thereof. Only holders of record of the Funds'
voting securities as of the close of business on the Record Date are entitled to
notice of, and to attend and vote at the annual meeting and any postponements
thereof. Our proxy solicitation advocates several additional initiatives that we
believe will lead to better management of the Funds. These initiatives do not
involve matters that require a stockholder vote because the right to take the
necessary action is vested in the Boards. Consequently, the effect of an
affirmative vote on these initiatives is a non-binding expression of
dissatisfaction with the current corporate governance structure and performance
of the Funds.

THE TRUST URGES YOU TO VOTE FOR
EACH OF THE TRUST NOMINEES AND TO VOTE FOR EACH OF THE PROPOSALS CONTAINED
IN THIS PROXY STATEMENT

You have received a GREEN proxy card representing your votes for shares owned in
either, or both, of SRQ and SRO. Sign, date, and return the enclosed GREEN proxy
card(s) in the postage-paid envelope that is provided. If you received two GREEN
proxy cards, be sure to sign, date, and return both GREEN proxy cards.

WE URGE YOU NOT TO SIGN ANY PROXY CARD SENT TO YOU BY THE FUNDS. IF YOU HAVE
ALREADY SIGNED ANY PROXY CARD SENT TO YOU BY THE FUNDS YOU MAY REVOKE YOUR PROXY
BY DELIVERING A LATER-DATED GREEN PROXY CARD IN THE ENCLOSED POSTAGE-PREPAID
ENVELOPE, EXECUTING A VOTE VIA TOUCHTONE TELEPHONE OR THROUGH THE INTERNET IF
APPLICABLE, OR BY VOTING IN PERSON AT THE ANNUAL MEETING. YOU MAY REVOKE A GREEN
PROXY CARD BY DELIVERING A LATER DATED WHITE PROXY CARD TO THE APPLICABLE FUND.

The Trust and the Trust Nominees have no interest in the Funds other than
through the beneficial ownership if any of shares of stock in the Funds as
disclosed herein. I urge you to visit www.srqsro.com to get more information
regarding the Trust's proposals, as well as gain access to other information
from third-party sources.

Best wishes from a fellow stockholder,

Stewart R. Horejsi

Representative for the Susan L. Ciciora Trust

IMPORTANT!

o Regardless of how many shares you own, your vote is very important. Please
sign, date and mail the enclosed GREEN proxy card(s).

o Please vote each GREEN proxy card you receive since each account must be
voted separately. Only your latest dated proxy counts.

o Even if you have sent a white proxy card voting for the Board's
recommendations, you have every legal right to change your vote. You may
revoke that proxy, and vote FOR the Trust's proposals by signing, dating
and mailing the enclosed GREEN proxy card(s) in the enclosed envelope.

o If your shares are registered in your own name, please sign, date and mail
the enclosed GREEN proxy card(s) in the postage-paid envelope provided
today.

o If your shares are held in the name of a brokerage firm or bank nominee,
please sign, date and mail the enclosed GREEN instruction form in the
postage-paid envelope to give your broker or bank specific instructions on
how to vote your shares. Depending upon your broker or custodian, you may
be able to vote either by toll-free telephone or by the Internet. Please
refer to the enclosed voting form for instructions on how to vote
electronically.

If you have any questions on how to vote your shares, please call:

MORROW & CO., LLC
470 West Avenue, 3rd Floor
Stamford, CT 06902
Stockholders Call Toll-Free at: (800) 607-0088

QUESTIONS & ANSWERS REGARDING THE ANNUAL MEETING AND THE TRUST'S PROPOSALS

Question 1: Why is the Trust making these Stockholder Proposals?

Answer: The Susan L. Ciciora Trust (the "Trust") is the largest stockholder
of DWS RREEF Real Estate Fund, Inc. ("SRQ") and a significant stockholder of DWS
RREEF Real Estate Fund II, Inc. ("SRO," together with SRQ, the "Funds"). The
Trust wants to fire the people who got us into this mess, namely Deutsche Asset
Management, Inc. and RREEF America, LLC and the current boards of directors,
whose investment management and oversight has produced appalling losses. This
collection of "talent" LOST 91.6% and 81.9%, respectively, of SRO and SRQ's net
asset value in 2008, eclipsing the dismal performance of the S&P 500 (-37%) and
winning the dubious distinction of being dead last (SRO) and third from last
(SRQ) in the universe of approximately 640 closed-end funds in 2008. That's a
hard act to follow, but it appears that Deutsche Asset Management, Inc. and
RREEF America, LLC are attempting to again sink the Funds to the bottom in 2009
with SRO and SRQ already posting dismal year-to-date NAV returns of -26.8% and
-10.24, respectively, for the period ending 4/30/09. SRO is dead last again and
SRQ is 601 out of 640. The Trust shares in your economic losses as well as your
frustration, anger, and disappointment with the current investment managers and
boards of directors (the "Boards"). We have received your phone calls, faxes,
emails and letters voicing support for our proposals to replace the Boards and
investment managers. We heard you say, "the sooner the better," and we agree.

Now stockholders must join together to create better opportunities for our
investments going forward. By advocating the Funds' termination and liquidation,
the Boards implicitly told stockholders that they have no confidence in Deutsche
Asset Management, Inc. and RREEF America, LLC to run the Funds! Every day that
passes while these advisers manage our Funds is another example of the Boards
thumbing their noses at stockholders, failing to fulfill their fiduciary duty
and continuing to engage the services of investment managers who have exhibited
no competence as advisers to the Funds.

It is the duty of the Boards to save what little is left in the Funds and
embrace the changes that we the stockholders have supported. During the Fund's
campaign to liquidate SRQ, an independent proxy adviser, RiskMetrics Group
stated that it believes the Trust, through its affiliation with the
Boulder-based advisers, may be able to effectuate change that is "critical to
improving the performance of [SRQ], rather than liquidating." We believe the
path to improved performance is clear: terminate the investment management
agreements with Deutsche Asset Management, Inc. and RREEF America, LLC, hire the
Trust's investment managers for SRQ and SRO and replace the members of the
Boards.

We have provided a set of proposals that require a stockholder vote to approve
and which are discussed at length in this Joint Proxy Statement (the
"Stockholder Proposals"). We urge you to vote FOR the Trust Nominees and for all
of the Stockholder Proposals.

Question 2: How can the Trust make these Stockholder Proposals?

Answer: Like you, the Trust is a stockholder of the Funds. Stockholders are
able to make certain proposals to funds management in accordance with Maryland
state law (where both Funds are incorporated), federal securities laws, and the
Funds' respective Charters and Bylaws (the "Organizational Documents").
Previously, the Trust made timely proposals to the Funds' management in
accordance with the Organizational Documents and did so because the Trust
believes that the Stockholder Proposals benefit all stockholders of the Funds.
Additionally, the Trust has received voluminous feedback from various
stockholders, large and small, that support the various Stockholder Proposals.

Question 3: Why is the Trust sending me a joint proxy statement for both SRQ and
SRO?

Answer: Efficiency and cost savings. Most of the Proposals contained in
this Joint Proxy Statement relate to matters concerning both Funds. Therefore,
it is efficient both in terms of time and money to send a Joint Proxy Statement
to all stockholders of SRQ and SRO. This is the way we operate our businesses -
efficiently and with results in mind. So, you may only have received one GREEN
proxy card for either SRQ or SRO depending on the Fund in which you own shares.
If you own shares in both Funds, you should have received two GREEN proxy cards.
Be sure to vote all GREEN proxy cards that you receive.

If you have any questions, require assistance in voting your GREEN proxy
card(s), or need additional copies of our proxy materials, please contact Morrow
& Co., LLC at the address listed on the back cover of this Joint Proxy Statement
booklet or by phone at 1-800-607-0088.

Question 4: What is the Maryland Control Share Acquisition Act and how does that
affect me as a stockholder?

Answer: On April 9, 2009, the Boards, on behalf of both Funds, elected to
opt-in to the Maryland Control Share Acquisition Act ("MCSAA"). The MCSAA limits
stockholder voting rights in excess of certain thresholds. The Trust believes,
as evidenced by the recent deepening of the Funds' respective discounts, the
MCSAA is harming stockholders who may want to exit the Funds. The Trust and
other significant stockholders are apt to be discouraged from purchasing shares
they cannot vote and thus avoid purchasing shares in the market which would
otherwise provide pricing support for exiting stockholders. Moreover, when the
Funds announced their adoption of the MCSAA, their press release said that the
MCSAA and other obstructive measures were "to protect the interest of
stockholders pending stockholder consideration of proposed plans of liquidation
for each Fund." Given the overwhelming majority by which the "plans of
liquidation" were defeated, the Boards should have terminated the MCSAA
immediately after the special meeting on May 20, 2009. Obviously they didn't.
Stockholders have spoken and have clearly expressed their disdain for the "plans
of liquidation", so it is time to terminate these obstructive measures which
serve only to harm stockholders. We believe that the MCSAA, in conjunction with
the Funds' "poison pills" (see Question 5 below), has fulfilled its stated
purpose and denies stockholders wanting to sell their most likely prospect for a
much needed price support.

Question 5: What is a "poison pill" and how does that affect me as a
stockholder?

Answer: On April 9, 2009, the Boards also implemented so-called "Rights
Agreements" which would trigger dilutive rights dividends if the Trust purchases
additional shares of either Fund. Like the MCSAA discussed above, this "poison
pill" is designed to discourage the Trust from purchasing additional shares and
denies stockholders wanting to sell their most likely prospect for a much needed
price support. As with the MCSAA, the Funds announced that the measure was to
"protect the interest of stockholders pending stockholder consideration of
proposed plans of liquidation for each Fund." As discussed above, stockholders
have spoken and clearly expressed their disdain for the "plans of liquidation",
so it is time to terminate these obstructive measures which serve only to harm
stockholders.

More to the point, "poison pills" are simply wrong. Here's what happens with the
Funds' poison pills: if the Trust buys 0.01% more of either Fund's shares, all
stockholders other than the Trust receive three additional shares at a cost of
$0.01 per share. The Trust receives nothing. This means that, based on the
Trust's holdings in SRQ, the Trust's economic interest in the Fund would be
reduced by almost 70%. The Boards would essentially steal from the Trust and
hand over the "loot" to the non-Trust stockholders. That may not sound like a
bad deal for the non-Trust stockholders. But from the Trust's point of view,
it's robbery and if the Boards have the ethical capacity to rob the Trust,
stockholders should figure they have the ethical capacity to rob the rest of the
stockholders. Is that the kind of board you want representing your interests?

Question 6: What is a "classified board" and why is the Trust recommending
stockholders approve "declassifying" the Board?

Answer: A "classified board," also referred to as a "staggered board,"
consists of members who are elected to separate classes, with each class of
directors serving a staggered three-year term. Each class of directors is
elected in successive terms (i.e., one class is elected in 2009 to serve through
2012, one class is elected in 2010 to serve until 2013, and so on). The purpose
of a classified board is to make any attempt by a stockholder to take control of
the Funds through a proxy contest more difficult. While this classified board
structure may make sense for some funds, and is commonly used by closed-end
funds, it does not make sense in the case of the Funds, as the current Boards
have made, we believe, various decisions on behalf of the Funds that have caused
catastrophic economic losses for the Funds' stockholders. Additionally, the
Boards essentially issued a vote of "no confidence" in the current investment
advisers Deutsche Asset Management, Inc. and RREEF America, LLC by recommending
to stockholders that the Funds liquidate (with such proposal being soundly
defeated). Subsequent to defeat, the Boards issued press releases stating the
Funds will basically conduct business as usual. So, is the Board now telling the
Funds' stockholders that "business as usual" means even more losses for the
Funds? Taken together, the Trust believes that the Boards are "hiding" behind
their staggered structure to avoid meaningful contact with the Funds'
stockholders to their long-term economic detriment.

Further, unlike some funds in which the members of the board have significant
ownership of the companies they oversee, there is none here. The total stock
ownership of the Boards for both Funds is less than 1% of the outstanding
securities. So, why would a Board that has no meaningful stock ownership in the
Funds resist the call for positive change from stockholders who "put their money
where their mouth is"?

Stockholders have spoken, and it's time for the Boards to step aside in favor of
new Boards. The Trust believes that "de-classifying" the Boards is a significant
step toward acknowledging that stockholders should assume management of their
own destiny, not the current Boards.

Question 7: Where can I get more information on the Trust's Proposals?

Answer: Go to www.srqsro.com. It's a valuable source of information to help
you learn more about the background and details of the Stockholder Proposals.

PROXY STATEMENT IN SUPPORT
OF THE
SUSAN L. CICIORA TRUST'S
JOINT PROXY PROPOSALS FOR STOCKHOLDERS OF
DWS RREEF REAL ESTATE FUND, INC.
AND
DWS RREEF REAL ESTATE FUND II, INC.
ANNUAL MEETING OF STOCKHOLDERS

To Our Fellow Stockholders:

The SUSAN L. CICIORA TRUST, Alaska Trust Company, Trustee (the "Trust") is
sending this joint proxy statement and the enclosed GREEN proxy card to holders
of shares of voting securities of DWS RREEF Real Estate Fund, Inc. ("SRQ") and
DWS RREEF Real Estate Fund II, Inc. ("SRO"), both Maryland corporations
(together, the "Funds") in connection with the solicitation of proxies by the
Trust, acting through its Trustee, Alaska Trust Company. THIS PROXY IS NOT
SOLICITED BY EITHER OF THE FUNDS. This proxy statement relates to the Trust's
solicitation of proxies for use at the annual meeting of stockholders of the
Fund to be held on ____, ________, 2009, at _________________________ (the
"Annual Meeting" or "Meeting") and any and all adjournments or postponements
thereof.

The Annual Meeting will be held at __________________________________ New York,
NY 10017. This joint proxy statement and the accompanying GREEN proxy card will
first be sent to stockholders of the Funds on or about _________, 2009.

THE TRUST IS SOLICITING YOUR PROXY TO VOTE FOR THE PROPOSALS LISTED BELOW.

REASONS FOR THIS SOLICITATION

There are many reasons for this solicitation, but chief among them is you - the
stockholder. The Trust is a stockholder just like you; in fact it is the largest
stockholder of SRQ and a significant stockholder of SRO. Our interests are
aligned with yours in that we want the Funds to succeed and, unlike the current
boards of directors (the "Boards"), we are not ready to call it quits. As a
fellow stockholder in the Funds, the Trust shares in your economic losses as
well as your frustration, anger and disappointment with the current investment
managers - Deutsche Asset Management, Inc. and RREEF America, LLC - and the
current Boards. We have properly submitted a set of proposals that require a
stockholder vote to approve and which are discussed at length in this Joint
Proxy Statement and are designed to give all stockholders a meaningful voice in
the future of the Funds (the "Stockholder Proposals") . We urge you to vote FOR
all of the Stockholder Proposals.

The Trust seeks your continued support in our fight to improve the Funds'
governance and accountability of the Boards and investment managers. The Trust
believes that the Boards will not take appropriate action unless stockholders
send a strong message that they are dissatisfied and desire a new and better
management direction that is more responsive to stockholders. Here are some of
the many reasons why you should vote FOR the Trust's Stockholder Proposals.

1. Abysmal Performance. In the latest ratings by Morningstar(TM)
(December 31, 2008), SRQ received the worst possible rating - 1 of 5
stars for its overall, 3- and 5-year performance history - as compared
with other similarly situated specialty real estate closed-end funds.
The Fund's dismal performance is matched only by, you guessed it,
another fund managed by Deutsche Asset Management, Inc. and RREEF
America, LLC, SRO. Both Funds, under common management, received the
same dismal Morningstar(TM) ratings. There is no excuse for the
extraordinarily poor performance of the Funds. The Boards' attempt to
direct stockholders' attention elsewhere by "explaining" that these
losses are due to "unprecedented and intense volatility . . ." etc. is
simply a poor attempt to escape responsibility for the Boards' own
poor oversight and continued engagement of Deutsche Asset Management,
Inc. and RREEF America, LLC, whom they have already implicitly
conceded have failed in their job of managing our money. While the
market has been negative, no other similar fund performed as horribly
as the Funds. Additionally, the Boards' actions in attempting to
liquidate the Funds belies what they say: By advocating the
liquidation of the Funds, the Boards implicitly told stockholders that
they have no confidence in Deutsche Asset Management, Inc. and RREEF
America, LLC.

2. Poor Adviser Oversight by the Board. In February 2009, the Trust
requested that the Boards immediately terminate Deutsche Asset
Management, Inc. and RREEF America, LLC and replace the Board members.
Given the horrible performance of the Funds, the Boards have a
fiduciary duty to make a change, as Deutsche Asset Management, Inc.
and RREEF America, LLC clearly have shown that they are not capable of
managing the Funds. Yet, after the Boards' liquidation proposals
failed by an overwhelming margin, they continued to engage the
services of Deutsche Asset Management, Inc. and RREEF America, LLC.
Quite simply, every day that passes while these advisers manage our
Funds is another example of the Boards thumbing their noses at
stockholders, failing to fulfill their fiduciary duty and continuing
to engage the services of investment managers who have exhibited no
competence as advisers to the Funds.

Where were these Boards when the Funds were losing very nearly all of
their stockholder value and "earning" the bottom-of-the-barrel
Morningstar's(TM) ratings? Also, why are the Boards spending legal
fees and other costs on these restrictive measures when their time
could be better spent addressing the abysmal performance of the Funds
and more efficient ways of fixing the problem? By what we believe is
inept oversight of the Funds, the incumbent Boards have made it
abundantly clear that their interests are not aligned with
stockholders'. Any decisions or recommendations by these Boards should
be scrutinized. We believe the Funds could benefit from new directors
who can reenergize the Boards and put the company on a better path.

3. Valuable Tax Loss Carry-Forwards. The Funds do have substantial hidden
assets - their respective realized and unrealized tax losses. Let us
put them to good use in offsetting future gains in the Funds. The
Funds should not throw away their valuable tax loss carry-forwards.

4. Overzealous Anti-Takeover Measures. On April 9, 2009, the Funds issued
a joint press release disclosing that the Boards had "opted into" a
Maryland statute which purportedly limits the voting rights of certain
stockholders, adopted a "poison pill" which is designed to reduce
certain stockholder voting rights, and adopted bylaw provisions which,
among other things, require an 80% vote of the independent Board
members to approve an advisory agreement for any investment adviser
affiliated with any "greater-than-5% stockholder" (the "Anti-Takeover
Measures"). The Anti-Takeover Measures were clearly in response to the
Trust's attempts to effectuate what we believe are positive changes
for all of the Fund's stockholders. When the Boards announced their
adoption of these measures, their press release stated that the
measures were "to protect the interests of stockholders pending
stockholder consideration of proposed plans of liquidation". Given the
overwhelming majority by which the "plans of liquidation" were
defeated, the Boards should have terminated the Anti-Takeover Measures
immediately after the special meeting on May 20, 2009. Obviously they
didn't. Stockholders have spoken and have clearly expressed their
disdain for the "plans of liquidation", so it is time to terminate
these overzealous and obstructive measures which serve only to harm
stockholders.

The Trust and investment advisory companies working with the Horejsi family (the
"Horejsi Entities") offer what we believe are better options for stockholders,
all of which are discussed in this Joint Proxy Statement. After the precipitous
ride stockholders have taken with these Boards and the current advisers,
stockholders deserve a change. We believe we can offer a positive change and the
Horejsi Entities have the experience and knowledge to bring this about. To do
this, we are asking you to first vote FOR the Stockholder Proposals.

Better Management from the Trust. The Trust, its board nominees as detailed in
the Stockholder Proposals (the "Trust Nominees") and the Horejsi Entities have
been down this road before with positive results. Previously, Horejsi Entities
have assumed control of four other closed-end funds: Boulder Total Return Fund,
Inc. ("BTF"), Boulder Growth & Income Fund, Inc. ("BIF") and The Denali Fund
Inc. ("DNY") (collectively, the "Boulder Funds") which are managed by Horejsi
Entities, and the First Opportunity Fund, Inc. ("FF"), which is managed by an
unaffiliated adviser but administered by a Horejsi Entity. When the Lola Brown
Trust took control of DNY in October, 2007, DNY was leveraged and had an
investment objective and real estate concentration very similar to the Funds.
However, after Horejsi Entities took over management and began transitioning
from DNY's concentrated real estate portfolio beginning in October 2007, despite
the transitioning inefficiencies, for calendar year 2008, DNY returned -24.6% on
NAV, while SRQ returned -81.9% and nearly wiped out all stockholder equity (and
its sister fund SRO returned -91.5%). Although a -24.6% return on NAV is nothing
to boast about, it eclipsed both Funds, and also significantly outperformed the
S&P Index (-37%) and most other closed-end funds. In fact, DNY was ranked #1 in
the Lipper Closed-End Equity Fund Performance Analysis for Real Estate Funds for
the 1-year period ended December 31, 2008 AND the 5-year period ended December
31, 2008. While the Horejsi Entities didn't manage DNY for the full 5 year
period cited by the Lipper award, the Trust believes that the Horejsi Entities
were able to effectuate changes that were critical to earning this distinction.
Another of the Boulder Funds, BIF, also recently ranked #1 in the Lipper
Closed-End Equity Fund Performance Analysis for Core Funds for the 1-year period
ended December 31, 2008 AND the 5-year period ended December 31, 2008. BTF's
total return on net asset value for the 1-year period ended December 31, 2008
was -40%. Past performance does not guarantee future results, but we believe it
stands in stark contrast to the performance of the Funds. Although the
Stockholder Proposals do not propose the Horejsi Entities as new advisers to the
Funds (only the Boards have the authority to do that), once the Trust Nominees
are elected and seated, the Horejsi Entities will make advisory proposals to the
new Boards and, we believe, the Horejsi Entities will be able to roll up their
sleeves and do a much better job with the Funds.

More information is available at www.srqsro.com.

BACKGROUND TO THE SOLICITATION

The Trust is a substantial owner of the Funds' shares, holding a 16.5% equity
position in SRQ and a 5.1% equity position in SRO as of the date of this Joint
Proxy Statement. The Trust has been an active and vocal investor in the Funds
and in February 2009, sent letters to the Funds and their Boards proposing,
among other things, termination of the Funds' investment advisers, a new slate
of directors, better corporate governance standards and other ideas to enhance
stockholder value. None of these proposals were seriously considered by the
Boards; instead, the Boards decided to "call it quits" and advanced proposals to
liquidate the Funds. Fortunately, they failed. Now that the Boards seem to be
floundering in their efforts to oversee the Funds, the Trust decided that it
should bring the substantial experience and skill of the Horejsi Entities to the
table and offer a better alternative to the Fund's stockholders.

Mr. Horejsi, an investment consultant to the Trust, is also the portfolio
manager for Boulder Investment Advisers, LLC ("BIA") and Stewart Investment
Advisers ("SIA"), the co-advisers to the Boulder Funds (the "Boulder Advisers").
Under Mr. Horejsi's and the Boulder Advisers' guidance and within a year of
assuming investment management of BTF, the fund achieved the #1 ranking for year
2000, based on total return, in Lipper's closed-end fund standard category of
"Growth & Income" funds. The Boulder Advisers assumed investment management of
DNY in October, 2007 and similarly to BTF, DNY was recently ranked #1 in the
Lipper Closed-End Equity Fund Performance Analysis for Real Estate Funds for the
1-year period ended December 31, 2008. DNY was also awarded the 5-year period
ended December 31, 2008; while the Boulder Advisers didn't manage DNY for the
full 5 year period cited by this Lipper award, the Trust believes they were
instrumental in continuing the investment performance results that were critical
to earning this distinction. BIF, also under management with the Boulder
Advisers, was recently ranked #1 in the Lipper Closed-End Equity Fund
Performance Analysis for Core Funds for the 1-year period ended December 31,
2008 and the 5-year period ended December 31, 2008.

These rankings within a particular fund category may not be indicative of the
Boulder Funds' standing among equity funds overall. The rankings achieved by the
Boulder Funds do not indicate or provide any assurance that the Funds could
achieve a similar ranking if the Boulder Advisers or any other investment
advisers affiliated with the Horejsi Entities were the adviser to the Funds.

Finally, the Trust advocates and believes that directors who own their fund's
shares and thus have a financial stake in their fund's success will take a more
proactive role in acting as stockholder 'watchdogs' and encouraging exceptional
performance. Notably, the incumbent members of the Boards have no significant
ownership stake in the Funds. See __________ below.

The bottom line for stockholders.

The Trust and the Horejsi Entities put their money where their mouth is. They
own significant positions in the Boulder Funds as well as in the Funds and
clearly are motivated to get the most return they can with each of these funds.
The current Boards have signaled their unwillingness to continue putting their
best efforts into managing the Funds. Neither the members of the Boards nor the
current investment advisers (Deutsche Asset Management, Inc. and RREEF America,
LLC) own significant stakes in either of the Funds, so their interests and
motivations are not aligned with the stockholders'. The Trust and the Horejsi
Entities can't guarantee results, but given our significant investments in the
Funds, our interests are directly aligned with all other stockholders and we are
keenly motivated to do what's best for all stockholders.

SUMMARY OF THE STOCKHOLDER PROPOSALS

The following is a summary of the Stockholder Proposals as put forth by the
Trust and scheduled to be voted upon at the Annual Meeting; some of the
information contained in this Joint Proxy Statement is based upon the
information provided in the Funds' respective materials as filed with the
Securities and Exchange Commission ("SEC") from time to time.

First and foremost, the Trust believes that the horrible performance by Deutsche
Asset Management, Inc. and RREEF America, LLC warrants immediate termination as
permitted under the Investment Company Act of 1940, as amended (the "1940 Act").
Proposals 1 and 2 seek to accomplish this. Second, the serious lack of adviser
oversight by the Boards during 2008 and a lack of meaningful ownership by
members of the Boards highlights that the Boards do not have enough faith in the
Funds' management to warrant investing their own money. We need Board members
whose interests are aligned with stockholders, not members paid by affiliates of
Deutsche Asset Management, Inc. and RREEF America, LLC to manage numerous other
funds among their affiliated group companies. Proposal 3 seeks to elect the
Trust Nominees. Third, the Boards have implemented and support a number of
corporate governance provisions that only serve to entrench the current
management and turn a blind eye toward the horrible performance of Deutsche
Asset Management, Inc. and RREEF America, LLC and the will of the stockholders.
The Trust is asking stockholders to support recommendations to the Boards to
amend or eliminate these provisions in Proposals 5 through 10. Finally, the
Boards adopted extraordinary Anti-Takeover Measures designed specifically to
thwart efforts by the Trust to gain control of the Funds and oust Deutsche Asset
Management, Inc. and RREEF America, LLC because of their horrible performance.
By the Boards' own admission, these measures were intended to be temporary
(i.e., "pending stockholder consideration of proposed plans of liquidation for
each Fund"). Now that the liquidation plan has been soundly defeated, the Boards
should terminate all the Anti-Takeover Measures as advocated by Proposals 11, 12
and 13. The Trust believes that stockholders deserve a better chance for a
positive return on their investment and a more confident outlook for the Funds'
future. The Trust recommends that stockholders vote FOR all the Stockholder
Proposals.

PROPOSALS 1 AND 2

TO APPROVE OR DISAPPROVE TERMINATION OF THE INVESTMENT MANAGEMENT AGREEMENT
BETWEEN THE FUNDS AND DEUTSCHE ASSET MANAGEMENT, INC. AND THE INVESTMENT
ADVISORY AGREEMENT BETWEEN DEUTSCHE ASSET MANAGEMENT AND RREEF AMERICA, LLC

Background of the Proposals. Justification for Proposals 1 and 2 is simple: The
Funds' performance over the past year under Deutsche Asset Management, Inc. and
RREEF America, LLC has been more than appalling. Together, they have been two of
the worst performing of any closed-end or open-end funds in the entire mutual
fund universe.

For SRO, in the latest ratings by Morningstar(TM) (January 31, 2009), SRO
received 1 of 5 stars for its overall, 3- and 5-year performance history, as
compared with other similarly situated specialty real estate closed-end funds.
There is no excuse for the extraordinarily poor performance of SRO. For the
one-year period ending 12/31/08, SRO and SRQ had total returns on net asset
value ("NAV") of -91.6% and -81.9% respectively. To nearly wipe out the entire
value of a fund in one year is unheard of, even in a market that saw the S&P 500
Index drop by 37% in that same time frame. Surprisingly, the market prices for
SRO and SRQ have dropped even more than their NAV because the discount for the
Funds increased - a decline of 93.5% and 86.4%, respectively, for the year
ending 12/31/08. These losses far exceed any other market indices for similarly
situated funds. In fact, both Funds lost more than twice the percent lost by the
S&P Index. As noted in an article published December 16, 2008 on
seekingalpha.com, SRO was "the worst performing closed end fund". And as noted
in an article published January 4, 2009, on seekingalpha.com, SRQ was one of the
"five worst performing closed-end funds in 2008"

Having the same set of investment managers - Deutsche Asset Management, Inc. and
RREEF America, LLC - for two of the five worst performing funds in 2008 clearly
indicates that the Boards should have acted to terminate the advisers long ago.
It is time for new investment management for the Funds.

As a stockholder, the Trust is in the same position as you, and we want to
maximize stockholder value and get out from under the Funds' inadequate managers
Deutsche Asset Management, Inc. and RREEF America, LLC. Although these proposals
do not recommend replacements for Deutsche Asset Management, Inc. and RREEF
America, LLC, such being the responsibility of the Boards, the Boulder Advisers
have a track record of expertise and success in similar situations and, if the
Trust Nominees are elected, the Trust would advocate the Funds' engaging the
Boulder Advisers or other Horejsi Entities as replacement advisers. The Boulder
Advisers co-manage the Boulder Funds. In fact, BIF and DNY received 2008 Lipper
Performance Achievement Certificates in their respective Lipper categories as
follows:

Boulder Growth & Income Fund:
Ranks #1 in the Lipper Closed-End Equity Fund Performance Analysis for Core
Funds for the 1-Year Ended December 31, 2008

Ranks #1 in the Lipper Closed-End Equity Fund Performance Analysis for Core
Funds for the 5-Year Ended December 31, 2008

The Denali Fund:
Ranks #1 in the Lipper Closed-End Equity Fund Performance Analysis for Real
Estate Funds for the 1-Year Ended December 31, 2008

Ranks #1 in the Lipper Closed-End Equity Fund Performance Analysis for Real
Estate Funds for the 5-Year Ended December 31, 2008*

Vote required. Approval of Proposals 1 and 2 for each of the Funds require a
"majority of the outstanding voting securities" of the respective Fund, which
has the same meaning for such phrase as set forth in the 1940 Act, that is, the
affirmative vote of the lesser of (a) 67% or more of the Shares present or
represented by proxy at the Meeting or (b) more than 50% of the outstanding
Shares.

THE TRUST RECOMMENDS THAT STOCKHOLDERS OF SRQ AND SRO, AS APPLICABLE, VOTE "FOR"
PROPOSAL 1.

THE TRUST RECOMMENDS THAT STOCKHOLDERS OF SRQ AND SRO, AS APPLICABLE, VOTE "FOR"
PROPOSAL 2.

PROPOSAL 3

NOMINATE FOR ELECTION BY THE STOCKHOLDERS THE FOLLOWING NOMINEES AS CLASS III
DIRECTORS FOR THE FUNDS: SUSAN L. CICIORA, RICHARD I. BARR, AND JOEL W. LOONEY

Background of the Proposal. On February 5th and February 25th of 2009, the Trust
delivered letters to SRQ and SRO, respectively, notifying the Funds that the
Trust nominates and will seek the election at the annual meeting of the
following nominees (defined above as the "Trust Nominees") to stand for election
and serve terms of three years or until his or her respective successor has been
duly elected and qualifies:

SRQ SRO
---------------------------- ---------------------------

Susan L. Ciciora Class III Director, with a Class III Director, with
term to expire in 2012 a term to expire in 2012

Richard I. Barr Class III Director, with a Class III Director, with
term to expire in 2012 a term to expire in 2012

Joel W. Looney Class III Director, with a Class III Director, with
term to expire in 2012 a term to expire in 2012

Messrs. Barr and Looney and Ms. Ciciora, have experience as board members for
the Boulder Funds and First Opportunity Fund, Inc., four other closed-end funds
like the Funds. In fact, they served as board members for DNY when it underwent
significant and very similar changes as proposed for SRQ and SRO. The Trust has
confidence in these Nominees and believes that they are the right stewards of
the stockholder's investments in the Funds. The above nominees have consented to
serve as Directors if elected at the Meeting for the term as indicated above.

There are no arrangements or understandings between the Funds and the Trust
Nominees; Proposal 3 is submitted in reliance on the Funds' current public
filings with the SEC which indicated that three Class III directors are to be
elected at the Meeting. If the either or both of the Funds determine that more
than three directors will be elected at the Meeting, or that different classes
of directors will be elected at the Meeting, the Trust reserves the right to
nominate and elect additional directors to be so elected. If the designated
nominees decline or otherwise become unavailable for election, however, the
proxy confers discretionary power on the persons named therein to vote in favor
of a substitute nominee or nominees for the Board.

ADDITIONAL INFORMATION

Certain information regarding the incumbent members of the Boards and the
beneficial ownership of each Fund's directors, management and 5% stockholders is
contained in the Funds' respective proxy statements. Information concerning the
date by which proposals of security holders intended to be presented at the next
annual meeting of stockholders of the Funds must be received by each Fund for
inclusion in the Funds' Proxy Statement and form of proxy for that meeting is
also contained in the Funds' respective proxy statements. This information is
expected to be contained in each Fund's public filings. The Trust takes no
responsibility for the accuracy or completeness of information contained in the
Funds' respective public filings.

Information regarding the Trust Nominees for election to the board of directors
of the Funds is set forth below.

--------------------- ------------------------ -------------------------------------------------------------
Name, Address*, Age Position, Length of Principal Occupation(s) and Other Directorships
Term Served, and Term Held During the Past Five Years**
of Office
--------------------- ------------------------ -------------------------------------------------------------

Joel W. Looney Current Nominee for Partner (since 1999), Financial Management Group, LLC
Age: 47 SRQ and SRO for a (investment adviser); Director (since 2001), Boulder Total
term to expire at the Return Fund, Inc.; Director (since 2002) and Chairman
2012 Annual Meeting (since 2003), Boulder Growth & Income Fund, Inc.; Director
and Chairman (since 2007) The Denali Fund Inc.

Richard I. Barr Current Nominee for Retired (since 2001); Manager (1963-2001), Advantage Sales
Age: 71 SRQ and SRO for a term and Marketing, Inc. (food and beverage); Director (since
to expire at the 2012 1999) and Chariman (since 2003), Boulder Total Return Fund,
Annual Meeting Inc.; Director (since 2002), Boulder Growth & Income Fund,
Inc.; Director (since 2007), The Denali Fund Inc.

Susan L. Ciciora Current Nominee for Trustee (since 1994), the Brown Trust; Trustee (since
Age: 44 SRQ and SRO for a term 1992), the EH Trust; Director (since 1997), Horejsi
to expire at the 2012 Charitable Foundation, Inc. (private charitable
Annual Meeting. foundation); Director (since 2006), Boulder Growth & Income
Fund, Inc.; Director (since 2001), Boulder Total Return
Fund; Director, (since 2007) The Denali Fund Inc.

* The Trust Nominees' respective addresses are c/o 2344 Spruce Street, Suite
A, Boulder, Colorado 80302.

** Unless otherwise noted, each of the Trust Nominees has engaged in the
principal occupation listed in the foregoing table for the past five years.
None of the Trust Nominees is an "interested" person of the Funds, as
defined in Section 2(a) (19) of the Investment Company Act of 1940, as
amended (the "1940 Act")

Beneficial ownership of the Trust Nominees. Set forth in the following table is
information regarding the beneficial ownership and dollar range of equity
securities of the Funds beneficially owned by the Trust Nominees for election to
the Board as of the Record Date.

Trust Nominees Dollar Range of Equity Dollar Range of Equity Aggregate Dollar Range of
Securities in SRQ Securities in SRO Equity Securities in All Funds
in the Family of Investment
Companies
------------------------------------ --------------------------------- -------------------------------- ----------------------------

Richard I. Barr - - -
Joel W. Looney - - -
Susan L. Ciciora Over $100,000+ Over $100,000++ Over $100,000

+ As reflected in a Form 13D filed with the SEC on April 2, 2009, 2,596,016
shares of Common Stock of SRQ, representing approximately 16.52% of SRQ's
outstanding voting securities are owned by the Trustee of the Susan L.
Ciciora Trust, Alaska Trust Company, which has sole voting power and sole
dispositive power with regard to such shares. Ms. Ciciora, is not a
beneficiary of the Trust but may be deemed to have an economic interest in
such shares and thus to hold indirect beneficial ownership, but Ms. Ciciora
disclaims any voting control or dispositive power over such shares and
disclaims any right to acquire any such voting control and dispositive
power over any shares of SRQ.

++ As reflected in a Form 13D filed with the SEC on March 9, 2009, 1,915,835
shares of Common Stock of SRO, representing approximately 5.1% of SRO's
outstanding voting securities are owned by the Trustee of the Susan L.
Ciciora Trust, Alaska Trust Company, which has sole voting power and sole
dispositive power with regard to such shares. Ms. Ciciora, is not a
beneficiary of the Trust but may be deemed to have an economic interest in
such shares and thus to hold indirect beneficial ownership, but Ms. Ciciora
disclaims any voting control or dispositive power over such shares and
disclaims any right to acquire any such voting control and dispositive
power over any shares of SRO.

DIRECTOR AND OFFICER COMPENSATION. None of the Trust Nominees have received any
compensation from the Funds.

Vote Required. The election of the Trust Nominees under Proposal 3 requires the
affirmative vote of a majority of the shares of the Fund's common stock and each
series of preferred stock outstanding and entitled to vote thereon, voting
together as a single class.

THE TRUST RECOMMENDS THAT STOCKHOLDERS OF SRQ AND SRO, AS APPLICABLE, VOTE "FOR"
THE ELECTION OF ALL THE TRUST NOMINEES.

PROPOSAL 4

A PROPOSAL RECOMMENDING THAT THE BOARDS CHANGE THE NAME OF EACH OF THE FUNDS
SO THAT IT DOES NOT INCLUDE "DWS" OR REFERENCE TO THE DWS FAMILY OF FUNDS

Background of the Proposal. Feedback from stockholders of both Funds indicates
that the slate of Stockholder Proposals as set forth in this Proxy Statement
should include a "fresh start" with respect to the names of the Funds. Currently
the names of each of the Funds is linked to affiliates of Deutsche Asset
Management, Inc. and RREEF America, LLC. The Funds' performance under these
investment managers over the past year has been more than appalling. Together,
they have been two of the worst performing of any closed-end or open-end funds
in the entire mutual fund universe. Accordingly, the Trust urges the Board to
allow stockholders to express their opinion about Deutsche Asset Management,
Inc. and RREEF America, LLC by renaming the Funds so that neither Fund's name
includes "DWS" or reference to the DWS family of funds.

Vote required. This is a non-binding vote by the stockholders of each Fund to
resolve to recommend the Proposal to the Board for each Fund and as such there
is no vote requirement associated with this Proposal.

THE TRUST RECOMMENDS THAT STOCKHOLDERS OF SRQ AND SRO, AS APPLICABLE, VOTE "FOR"
PROPOSAL 4.

PROPOSAL 5

A PROPOSAL RECOMMENDING THAT THE BOARDS AMEND THE FUNDS' RESPECTIVE CHARTERS
VESTING IN THE STOCKHOLDERS THE POWER TO AMEND OR ADOPT THE BYLAWS BY THE
AFFIRMATIVE VOTE OF A MAJORITY OF ALL VOTES ENTITLED TO BE CAST ON THE MATTER

Background of the Proposal. The Trust believes that all stockholders benefit if
they have better access to and more influence in the Funds' governance. Each of
the Funds' Bylaws contain important policies affecting the day-to-day management
of the Funds, which the Trust believes stockholders should at least have a voice
in establishing. Presently each Fund's Bylaws contain a provision which vests
the authority to adopt, alter or repeal Bylaws solely with the Board.

The Trust believes that the authority to adopt, alter or repeal Bylaws should be
a shared authority between the Board and stockholders. This permits the Board to
be responsive to house-keeping and substantive matters regarding Funds'
operations, while at the same time giving the owners of the Funds the power to
effect changes should they choose to do so. The Trust also believes that when
stockholders "speak" by adopting a Bylaw, their action should not be subject to
being overturned or altered by unilateral action of a Board whose job it is to
serve stockholders. The Trust believes that this Proposal will accommodate the
practicalities of managing the Funds while at the same time protecting an
important right of stockholders. This Proposal would codify in the Charter the
shared authority to make, alter or repeal Bylaws, while at the same time making
it clear that Bylaws that are adopted by stockholders cannot be altered,
repealed or otherwise circumvented without the affirmative approval of
stockholders.

If approved by stockholders, the Boards should cause the Funds' respective
Charters to be amended to add the following provision:

The Bylaws of the Corporation, whether adopted by the Board of Directors or
the stockholders, shall be subject to amendment, alteration or repeal, and
new Bylaws may be made, by either (a) the affirmative vote of a majority of
all the votes entitled to be cast on the matter; or (b) the Board of
Directors; provided, however, that the Board of Directors may not (i) amend
or repeal a Bylaw that allocates solely to stockholders the power to amend
or repeal such Bylaw, or (ii) amend or repeal Bylaws or make new Bylaws
that conflict with or otherwise alter in any material respect the effect of
Bylaws previously adopted by the stockholders.

Vote required. This is a non-binding vote by the stockholders of each Fund to
resolve to recommend the Proposal to the Board of each Fund and as such there is
no vote requirement associated with this Proposal.

THE TRUST RECOMMENDS THAT STOCKHOLDERS OF SRQ AND SRO, AS APPLICABLE, VOTE "FOR"
PROPOSAL 5.

PROPOSAL 6

A PROPOSAL RECOMMENDING THAT THE BOARDS AMEND THE CHARTER TO SET THE NUMBER
OF MEMBERS OF THE BOARD TO FIVE

Background of the Proposal. Company charters often contain provisions that set a
high upper-limit on the number of board seats, permitting the company's board to
increase or decrease the number of board seats in their discretion, subject to
this upper limit. Currently each Fund's Charter sets a lower limit as required
by Maryland General Corporations Law ("MGCL") and the upper limit at twelve,
permitting the Board to increase or decrease its size subject to the upper limit
of twelve. Boards may use such provisions to quickly increase or decrease their
size in an effort to dilute the voting impact of directors - such as those
elected in proxy contests - with views contrary to those of incumbent
management.

The Trust views the ability to manipulate the number of members on the Boards as
unnecessary and ultimately ineffective in thwarting stockholder desires. In
addition, it potentially increases fund expenses and insulates the Boards from
stockholders. Common sense suggests that if the Funds have more Board seats, the
Funds (and thus stockholders) will spend more on Board compensation. The Trust
believes that, because of the relatively narrow business focus of an investment
company such as the Funds, five Directors can adequately and efficiently fulfill
their obligation to oversee the operations of the Funds and their respective
management and act as "watchdogs" for stockholders. The Trust believes that the
best approach is to seek a few highly qualified individuals to fill
directorships and pay them fairly. This way, stockholders get more "bang for the
buck" in their Board and don't pay unnecessary Board expenses.

If approved by stockholders, the Boards should cause the Funds' respective
Charters to be amended to replace existing board size provisions with the
following provision:

The number of directors shall be five.

THE TRUST RECOMMENDS THAT STOCKHOLDERS OF SRQ AND SRO, AS APPLICABLE, VOTE "FOR"
PROPOSAL 6.

PROPOSAL 7

A PROPOSAL RECOMMENDING THAT THE BOARDS AMEND THE CHARTERS TO DECLASSIFY
THE BOARDS AND PROVIDE FOR ANNUAL ELECTIONS OF DIRECTORS

Background of the Proposal. The election of directors is the primary means for
stockholders to exercise influence over the Funds and their policies. A
"classified board", also referred to as a "staggered board", consists of members
who are elected to separate classes, with each class of directors serving a
staggered three-year term. Each class of directors is elected in successive
terms (i.e., one class is elected in 2009 to serve through 2012, one class is
elected in 2010 to serve until 2013, and so on). The purpose of a classified
board is to make any attempt by a stockholder to take control of the Funds
through a proxy contest more difficult.

While this classified board structure may make sense for some funds, and is
commonly used, it does not make sense in the case of the Funds, as the current
Boards have made, we believe, various decisions on behalf of the Funds that have
caused catastrophic economic losses for stockholders. Additionally, the Boards,
by recommending to stockholders that the Funds be liquidated (with such proposal
being soundly defeated), essentially issued a vote of "no confidence" in the
current investment advisers Deutsche Asset Management, Inc. and RREEF America,
LLC. Subsequent to being soundly defeated, the Boards issued a press release
that states the Funds will basically conduct business as usual. So, are the
Boards now telling the Funds' stockholders that "business as usual" means even
more losses for the Funds under Deutsche Asset Management, Inc. and RREEF
America, LLC? Further, unlike some funds in which the members of the board have
significant ownership of the companies they oversee, there is none here. The
total stock ownership of the Boards for both Funds is less than 1%. So, why
would Boards that have no meaningful stock ownership in the Funds resist the
call for positive change from stockholders who "put their money where their
mouth is"?

The Trust believes that classified boards have the effect of reducing the
accountability of directors to a company's stockholders. A classified board
prevents stockholders from electing all directors on an annual basis and may
discourage proxy contests in which stockholders have an opportunity to vote for
a competing slate of nominees. While classified boards are viewed by some as
increasing the long-term stability and continuity of a board, the Trust believes
that, in the case of the Funds, long-term stability and continuity should result
from the annual election of directors, which provides stockholders with the
opportunity to evaluate director performance, both individually and
collectively, on an annual basis. The Trust believes that the current Boards are
"hiding" behind their staggered structure to avoid meaningful contact with the
Funds' stockholders to their long-term economic detriment.

If approved by stockholders, the Boards should cause the Funds' respective
Charters to be amended to replace the Charters' current classification language
with following provision:

The directors shall be elected at each annual meeting commencing in 2010 or
any special meeting of the stockholders called for the election of
directors except as necessary to fill any vacancies, and each director
elected shall hold office until his or her successor is duly elected and
qualifies, or until his or her earlier resignation, death, or removal.

THE TRUST RECOMMENDS THAT STOCKHOLDERS OF SRQ AND SRO, AS APPLICABLE, VOTE "FOR"
PROPOSAL 7.

PROPOSAL 8

A PROPOSAL RECOMMENDING THAT THE BOARDS AMEND THE CHARTERS TO PROVIDE THAT THE
SECRETARY OF THE FUND SHALL CALL A SPECIAL MEETING OF STOCKHOLDERS ON THE
WRITTEN REQUEST OF STOCKHOLDERS ENTITLED TO CAST AT LEAST 25% OF ALL VOTES
ENTITLED TO BE CAST AT THE MEETING

Background of the Proposal. Presently, under the Funds' respective Bylaws,
stockholders cannot call a special meeting unless a written request is submitted
by the holders of a majority of outstanding shares entitled to vote at the
meeting. This ownership threshold is an almost impossible hurdle and
unreasonably restricts stockholders' right to call a meeting. This Proposal
would amend the Charters to reduce the percentage ownership level from a
"majority" to 25% of outstanding shares, thus making the potential for a
stockholder or group of stockholders to call a special meeting more realistic
and useful.

If approved by stockholders, the Boards should cause the Funds' respective
Charters to be amended to eliminate the "majority" requirement and to add the
following provision:

The Secretary of the Corporation shall call a special meeting of the
stockholders on the written request of stockholders entitled to cast at
least twenty-five percent (25%) of all the votes entitled to be cast at the
meeting.

THE TRUST RECOMMENDS THAT STOCKHOLDERS OF SRQ AND SRO, AS APPLICABLE, VOTE "FOR"
PROPOSAL 8.

PROPOSAL 9

A PROPOSAL RECOMMENDING THAT THE BOARDS AMEND THE BYLAWS TO REDUCE THE
NUMBER OF DIRECTORS AND DECLASSIFY THE BOARDS

Background of the Proposal. For the reasons discussed above, the Trust believes
that the Funds' past performance and actions by the current Boards mandate an
overhaul of how the Boards are elected, and the number of directors that should
serve on each Fund's Board.

If approved by stockholders, the Boards should amend the respective Bylaws so as
to conform to the changes as recommended by the stockholders in Proposals 6 and
7 discussed above.

THE TRUST RECOMMENDS THAT STOCKHOLDERS OF SRQ AND SRO, AS APPLICABLE, VOTE "FOR"
PROPOSAL 9.

PROPOSAL 10

A PROPOSAL RECOMMENDING THAT THE BOARDS AMEND THE BYLAWS SO THAT AUTHORITY
TO AMEND THE BYLAWS IS NOT VESTED SOLELY IN THE BOARD

Background of the Proposal. See discussion under Proposal 5 above.

If approved by stockholders, the Boards should immediately amend the Bylaws to
delete all references which vest authority to amend the Bylaws solely with the
Boards.

THE TRUST RECOMMENDS THAT STOCKHOLDERS OF SRQ AND SRO, AS APPLICABLE, VOTE "FOR"
PROPOSAL 10.

PROPOSAL 11

A PROPOSAL RECOMMENDING THAT THE BOARDS REPEAL THE APPLICABILITY OF THE
MARYLAND CONTROL SHARE ACQUISITION ACT

On April 9, 2009, the Boards caused the Funds to opt-in to the Maryland Control
Share Acquisition Act ("MCSAA"). The MCSAA limits stockholder voting rights in
excess of certain thresholds. The Trust believes, as evidenced by the recent
deepening of the Funds' respective discounts, that the MCSAA is harming
stockholders who may want to exit the Funds. The Trust and other significant
stockholders are apt to be discouraged from purchasing shares they cannot vote
and thus avoid purchasing shares in the market which would otherwise provide
pricing support for exiting stockholders. Moreover, when the Funds announced
their adoption of the MCSAA, their press release said that the MCSAA and other
obstructive measures were "to protect the interest of stockholders pending
stockholder consideration of proposed plans of liquidation for each Fund." Given
the overwhelming majority by which the "plans of liquidation" were defeated, the
Boards should have terminated the MCSAA immediately after the special meeting on
May 20, 2009. Obviously they didn't. Stockholders have spoken and have clearly
expressed their disdain for the "plans of liquidation", so it is time to
terminate these obstructive measures which serve only to harm stockholders. We
believe that the MCSAA, in conjunction with the Funds' "poison pills" (see
Proposal 12 below), has fulfilled its stated purpose and denies stockholders
wanting to sell their most likely prospect for a much needed price support.

THE TRUST RECOMMENDS THAT STOCKHOLDERS OF SRQ AND SRO, AS APPLICABLE, VOTE "FOR"
PROPOSAL 11.

PROPOSAL 12

A PROPOSAL RECOMMENDING THAT THE BOARDS TERMINATE THE RIGHTS AGREEMENTS

On April 9, 2009, the Boards implemented so-called "Rights Agreements" which
would trigger dilutive rights dividends if the Trust purchases additional shares
of either Fund. Like the MCSAA discussed in Proposal 11 above, this "poison
pill" is designed to discourage the Trust from purchasing additional shares and
denies stockholders wanting to sell their most likely prospect for a much needed
price support. As with the MCSAA, the Funds announced that the measure was to
"protect the interest of stockholders pending stockholder consideration of
proposed plans of liquidation for each Fund." As discussed in Proposal 11 above,
stockholders have spoken and clearly expressed their disdain for the "plans of
liquidation", so it is time to terminate these obstructive measures which serve
only to harm stockholders.

More to the point, "poison pills" are simply wrong. Here's what happens with the
Funds' poison pills: if the Trust buys 0.01% more of either Fund's shares, all
stockholders other than the Trust receive three additional shares at a cost of
$0.01 per share. The Trust receives nothing. This means that, based on the
Trust's holdings in SRQ, the Trust's economic interest in SRQ would be
immediately reduced by almost 70%. The Boards would essentially steal from the
Trust and hand over the "loot" to the non-Trust stockholders. That may not sound
like a bad deal for the non-Trust stockholders. But from the Trust's point of
view, it's robbery and if the Boards have the unethical capacity to rob the
Trust, stockholders should figure they have the unethical capacity to rob the
rest of the stockholders. Is that the kind of board you want representing your
interests?

THE TRUST RECOMMENDS THAT STOCKHOLDERS OF SRQ AND SRO, AS APPLICABLE, VOTE "FOR"
PROPOSAL 12.

PROPOSAL 13

A PROPOSAL RECOMMENDING THAT THE BOARDS REPEAL THE APPLICABILITY OF THE
MARYLAND UNSOLICITED TAKEOVERS ACT

Both Funds are subject to the Maryland Unsolicited Takeovers Act, Maryland
General Corporation Law ("MGCL") ss.ss.3-801 through 805 ("MUTA"). Like the
other Anti-Takeover Measures discussed in Proposals 11 and 12 above, MUTA has
the effect of entrenching management and diminishing stockholder influence.
Repeal of MUTA should result in maximizing Board and management accountability
to stockholders.

Vote required. This is a non-binding vote by the stockholders of each Fund to
resolve to recommend the Proposal to the board of directors of each Fund and as
such there is no vote requirement associated with this Proposal.

THE TRUST RECOMMENDS THAT STOCKHOLDERS OF SRQ AND SRO, AS APPLICABLE, VOTE "FOR"
PROPOSAL 13.

PROXY CARDS AND VOTING

If you have returned a proxy card sent to you by the Funds, you have the right
to revoke that proxy and vote FOR any or all of the Trust's Proposals as set
forth in this Proxy Statement by signing, dating, and mailing a later dated
GREEN proxy card in the postage-paid envelope provided. Stockholders also have
the option of authorizing your proxy by touch-tone telephone or through the
internet, as explained on your proxy card.

You will receive a GREEN proxy card to vote the shares of each applicable Fund
in which you hold voting securities, i.e., SRQ or SRO, owned as of the Record
Date. If you own shares in both Funds, you should receive two GREEN proxy cards,
one for each Fund. Be sure to vote both cards.

If you have any questions, require assistance in voting your GREEN proxy card or
need additional copies of our proxy materials, please contact Morrow & Co., LLC
at the address or phone numbers listed below.

Morrow & Co., LLC
470 West Avenue, 3rd Floor
Stamford, CT 06902
Stockholders Call Toll-Free at: (800) 607-0088
Banks and Brokers Call Collect at: (203) 658-9400

Discretionary authority is provided in the proxy sought hereby as to other
business as may properly come before the Annual Meeting of which the Trust is
not aware as of the date of this proxy statement, and matters incident to the
conduct of the Annual Meeting, which discretionary authority will be exercised
in accordance with Rule 14a-4 promulgated by the SEC pursuant to the Securities
Exchange Act of 1934, as amended.

Voting, Quorum

Only stockholders of record of each Fund on ___________, 2009 (the "Record
Date") will be entitled to vote at the Annual Meeting. According to information
contained in the Funds' Proxy Statements, there were [15,715,596.80] shares of
Common Stock and [1,140] shares of preferred shares of SRQ issued and
outstanding as of the Record Date, and _______________ shares of Common Stock
and _________ shares of preferred shares of SRO issued and outstanding as of the
Record Date.

The presence at the Annual Meeting, in person or by proxy, of stockholders
entitled to cast a majority of the votes entitled to be cast at the Annual
Meeting shall be necessary and sufficient to constitute a quorum for the
transaction of business. For purposes of determining the presence of a quorum
for transacting business at the Annual Meeting, abstentions and broker
"non-votes" will be treated as shares that are present at the Annual Meeting.
Broker non-votes are proxies from brokers or nominees when the broker or nominee
has neither received instructions from the beneficial owner or other persons
entitled to vote nor has discretionary power to vote on a particular matter.
Holders of record on the Record Date will be entitled to cast one vote on each
matter for each share of common stock and each series of preferred stock
outstanding and entitled to vote thereon, voting together as a single class. The
election of a director of each Fund requires the affirmative vote of a majority
of the shares of the Fund stock outstanding and entitled to vote in the
election. Abstentions and broker non-votes will have the effect of a "no" vote
on the Proposals. Abstentions and Broker non-votes will be treated as a vote
against the election of a Trust Nominee as a director.

The Trust recommends that stockholders vote FOR the election of the Nominees and
in favor of the Proposals as proposed in the joint Proxy Statement.

Stockholders are urged to forward their voting instructions promptly.

A proxy which is properly executed and returned accompanied by instructions to
withhold authority to vote represents a broker "non-vote" (i.e., shares held by
brokers or nominees as to which (i) instructions have not been received from the
beneficial owners or persons entitled to vote and (ii) the broker or nominee
does not have discretionary voting power on a particular matter). Proxies that
reflect abstentions or broker non-votes will be counted as shares that are
present and entitled to vote on the matter for purposes of determining the
presence of a quorum. Under Maryland law, abstentions and broker non-votes do
not constitute a vote "for" or "against" a matter and will be disregarded in
determining "votes cast" on an issue.

Revocation of Proxies

You may revoke any proxy given in connection with the Annual Meeting (whether
given to the Fund or to the Trust) at any time prior to the voting thereof at
the Annual Meeting by delivering a written revocation of your proxy to the
Secretary of the Fund or with the presiding officer at the Annual Meeting, by
executing and delivering a later dated proxy to the Trust or the Fund or their
solicitation agents, or by voting in person at the Annual Meeting. Attendance at
the Annual Meeting will not in and of itself revoke a proxy.

There is no limit on the number of times that you may revoke your proxy prior to
the Annual Meeting. Only the latest dated, properly signed proxy card will be
counted.

IF YOU HAVE ALREADY SENT A WHITE OR OTHER PROXY CARD TO THE BOARD OF DIRECTORS
OF THE FUNDS, YOU MAY REVOKE THAT PROXY AND VOTE FOR THE TRUST'S PROPOSALS BY
SIGNING, DATING AND MAILING THE ENCLOSED GREEN PROXY CARD(S) IN THE ENVELOPE
PROVIDED. A GREEN PROXY CARD THAT IS RETURNED TO THE TRUST OR ITS AGENT WILL BE
VOTED AS YOU INDICATE THEREON. IF YOU HAVE SIGNED THE GREEN PROXY CARD AND NO
MARKING OR OTHER INDICATION OF YOUR VOTE THEREON IS MADE, YOU WILL BE DEEMED TO
HAVE GIVEN A DIRECTION TO VOTE ALL THE SECURITIES REPRESENTED BY THE GREEN PROXY
CARD FOR THE ELECTION OF THE TRUST NOMINEES AND IN FAVOR OF THE PROPOSALS
DESCRIBED IN THIS PROXY STATEMENT.

INFORMATION CONCERNING THE TRUST

As of the Record Date, the Trust held 2,596,016 shares of Common Stock,
representing approximately 16.5% of the outstanding shares of Common Stock of
SRQ. As of the Record Date, the Trust held 1,915,835 shares of Common Stock,
representing approximately 5.1% of the outstanding shares of Common Stock of
SRO. As of the Record Date, the Trust does not own any shares of Preferred Stock
of SRO or SRQ.

The Trust is an irrevocable grantor trust settled, administered and governed in
accordance with Alaska law, for which Alaska Trust Company ("ATC") is Trustee
and holds sole voting power and dispositive rights as to all securities owned by
the Trust in the Funds. The Trust was established for estate planning purposes
in 1998 by Susan L. Ciciora, the daughter of Stewart R. Horejsi, primarily for
the benefit of her issue, her brother John S. Horejsi, and the Horejsi
Charitable Foundation, a South Dakota non-profit corporation. The Trust is
authorized to hold property of any kind and invests primarily in marketable
securities. Stewart R. Horejsi is the father of Susan L. Ciciora and serves from
time to time as an investment advisor to the Trust. The business address of the
Trust in its state of domicile is: c/o Alaska Trust Company, 1029 West Third
Avenue, Suite 510, Anchorage, AK 99501-1981, and the business telephone number
of the Trust is (907) 278-6775.

Information regarding purchases of shares of Common Stock of SRQ and SRO by the
Trust during the last two years is set forth in Exhibit A attached hereto and
made a part of this joint proxy statement. During that period, the Trust has not
sold any shares of either SRQ or SRO.

ATC is a state-chartered public trust company organized under the laws of Alaska
which is authorized to do business as a public trust company and which
administers various individual, family, and other trusts, including among them
the Trust and other trusts associated with Mr. Horejsi's family. The business
address of ATC is 1029 West Third Avenue, Suite 510, Anchorage, AK 99501-1981.
The stockholders of ATC are Stewart West Indies Trust (98% equity ownership),
one of the Horejsi Entities, and Douglas Blattmachr (2% equity ownership). The
officers and directors of ATC are Mr. Blattmachr (President and Director),
Stephen C. Miller (Vice President and Director), Brandon Cintula (Vice President
and Director), Larry L. Dunlap (Director) and Richard Thwaites
(Secretary/Treasurer and Director). ATC, by way of its role as the trustee of
the Trust, may be deemed to control the Trust and may be deemed to possess
indirect beneficial ownership of shares it owns in its capacity as Trustee, in
addition to its direct beneficial ownership, as Trustee of the Trust. In
addition, by virtue of their position as directors or executive officers of ATC,
certain persons who act in such capacity as directors or officers of ATC may be
deemed to control ATC and therefore indirectly to control the Trust. However,
none of the directors or officers of ATC, acting alone, can vote or exercise
dispositive authority over shares held by the Trust. Accordingly, the directors
and officers of ATC disclaim beneficial ownership of the shares beneficially
owned, directly or indirectly, by the Trust. As a result of his advisory role
with the Trust, Stewart R. Horejsi may be deemed to have indirect beneficial
ownership over the shares directly beneficially owned by the Trust. However, Mr.
Horejsi disclaims beneficial ownership of these shares.

BENEFICIAL OWNERSHIP OF COMMON STOCK HELD BY THE BENEFICIARY OF THE TRUST

The following table sets forth certain information as of the Record Date
regarding the beneficial ownership of shares of Common Stock by each indirect
beneficial owner of shares over which the Trust itself is the record owner and
holds solve voting control and sole dispositive power and where the named
indirect beneficial owner holds more than 5% of the outstanding shares of voting
securities of a Fund (as reflected in Form 13D filings made by the Trust with
the SEC).

------------------------------------------------- -------------------------------------------------
SRQ SRO
--------------------------- ------------------------------------------------- -------------------------------------------------
--------------------------- ------------------------ ------------------------ ------------------------ ------------------------
Name and Address Number of Shares Percentage Number of Shares Percentage
Beneficially Owned Beneficially Owned Beneficially Owned Beneficially Owned
--------------------------- ------------------------ ------------------------ ------------------------ ------------------------
--------------------------- ------------------------ ------------------------ ------------------------ ------------------------

Susan L. Ciciora Trust
1029 West Third Avenue 2,596,016 16.5% 1,915,835 5.1%
Suite 510
Anchorage, AK 99501
--------------------------- ------------------------ ------------------------ ------------------------ ------------------------

Certain information regarding the incumbent members of the board of directors of
the Funds and the beneficial ownership of each Fund's directors, management and
5% stockholders is contained in the Funds' respective proxy statements. The
information contained in each Fund's public filings indicates that, as of the
Record Date, the Funds' respective directors and officers together owned less
than 1% of the total outstanding voting securities of each Fund. The Trust takes
no responsibility for the accuracy or completeness of information contained in
the Funds' respective public filings

THE SOLICITATION

The Trust has engaged Morrow & Co., LLC as its proxy solicitation agent for both
SRQ and SRO. Proxies will be solicited by mail and, if necessary to obtain the
requisite stockholder representation, by telephone, personal interview or by
other means. Certain officers, directors or employees of entities related to the
Trust or the Trust's proxy solicitation agent, Morrow & Co., LLC, may solicit
proxies.

Banks, brokerage houses and other custodians, nominees and fiduciaries will be
requested to forward this Proxy Statement and the accompanying GREEN proxy
card(s) to the beneficial owner of shares of Common Stock and/or Preferred Stock
for whom they hold of record and the Trust will reimburse them for their
reasonable out-of-pocket expenses.

The expenses related to this proxy solicitation will be borne by the Trust. The
Trust estimates that the total amount of expenses to be incurred by it in this
proxy solicitation will be approximately $______ for SRQ and $______ for SRO.
Expenses to date have been approximately $______. The Trust will not seek
reimbursement of its proxy related expenses from the Funds.

If you have any questions concerning this proxy solicitation or the procedures
to be followed to execute and deliver a proxy, please contact Morrow & Co., LLC
at the address or phone numbers listed below.

Morrow & Co., LLC
470 West Avenue, 3rd Floor
Stamford, CT 06902
Stockholders Call Toll-Free at: (800) 607-0088
Banks and Brokers Call Collect at: (203) 658-9400

Dated: ________________, 2009

EXHIBIT 1

ALL SECURITIES OF THE FUNDS PURCHASED OR SOLD
WITHIN THE PAST TWO YEARS BY THE TRUST

DWS RREEF Real Estate Income Fund, Inc. ("SRQ")

Except as disclosed in this Proxy Statement, the Trust has no interest,
whether direct or indirect, by security holdings or otherwise, in the
Funds. The following table sets forth certain information with respect to
direct purchases and dispositions of shares of Common Stock of SRQ by the
Trust.

------------- ---------- ------------
Date Shares Purchase
Price
------------- ---------- ------------

12/31/08 5,000 $1.90
12/31/08 10,000 $1.91
12/31/08 11,107 $1.92
1/2/2009 8,500 $2.11
1/2/2009 21,000 $2.12
1/5/2009 100 $2.06
1/5/2009 8,405 $2.17
1/5/2009 5,000 $2.25
1/5/2009 5,000 $2.23
1/5/2009 5,000 $2.22
1/5/2009 5,000 $2.21
1/5/2009 10,000 $2.20
1/6/2009 5,000 $2.27
1/7/2009 10,000 $2.29
1/7/2009 10,000 $2.36
1/7/2009 20,000 $2.37
1/7/2009 35,000 $2.34
1/7/2009 3,000 $2.31
1/7/2009 2,200 $2.25
1/8/2009 5,200 $2.24
1/8/2009 8,257 $2.20
1/8/2009 5,200 $2.21
1/8/2009 500 $2.22
1/9/2009 5,000 $2.23
1/9/2009 45,000 $2.24
1/9/2009 16,100 $2.25
1/9/2009 9,700 $2.26
1/9/2009 30,103 $2.29
1/9/2009 97 $2.28
1/12/2009 63,200 $2.18
1/12/2009 37,700 $2.17
1/12/2009 10,000 $2.16
1/12/2009 3,485 $2.15
1/13/2009 100 $2.13
1/13/2009 5,600 $2.18
1/13/2009 12,600 $2.19
1/13/2009 5,200 $2.20
1/13/2009 62 $2.17
1/14/2009 3,000 $2.15
1/14/2009 1,000 $2.14
1/14/2009 5,000 $2.12
1/14/2009 6,100 $2.08
1/14/2009 14,200 $2.07
1/14/2009 14,100 $2.09
1/15/2009 24,200 $2.00
1/15/2009 8,000 $1.98
1/15/2009 19,462 $1.90
1/15/2009 3,000 $1.92
1/15/2009 3,400 $1.95
1/15/2009 3,000 $2.03
1/15/2009 1,800 $1.96
1/15/2009 100 $2.01
1/16/2009 300 $1.97
1/16/2009 8,300 $2.09
1/16/2009 6,400 $2.08
1/16/2009 7,000 $2.07
1/16/2009 1,000 $2.15
1/16/2009 300 $2.06
1/16/2009 5,100 $2.17
1/16/2009 1,825 $2.13
1/16/2009 2,000 $2.19
1/16/2009 300 $1.99
1/16/2009 400 $2.14
1/16/2009 2,200 $2.03
1/20/2009 22,000 $2.08
1/20/2009 11,400 $2.09
1/20/2009 2,000 $2.13
1/20/2009 6,000 $2.12
1/20/2009 14,500 $2.11
1/20/2009 2,600 $2.10
1/20/2009 40,000 $2.05
1/21/2009 200 $1.99
1/21/2009 2,000 $2.03
1/21/2009 7,000 $2.05
1/21/2009 18,200 $2.06
1/21/2009 2,500 $2.07
1/21/2009 100 $2.12
1/21/2009 2,500 $2.14
1/22/2009 33,300 $2.12
1/22/2009 5,900 $2.13
1/22/2009 5,700 $2.11
1/22/2009 100 $2.16
1/22/2009 100 $2.18
1/22/2009 1,600 $2.19
1/22/2009 5,000 $2.17
1/22/2009 400 $2.14
1/23/2009 2,100 $2.02
1/23/2009 3,400 $2.10
1/23/2009 2,242 $2.07
1/23/2009 2,800 $2.09
1/23/2009 254 $2.12
1/23/2009 7,300 $2.14
1/26/2009 100 $2.16
1/26/2009 800 $2.18
1/26/2009 2,500 $2.19
1/26/2009 10,000 $2.14
1/26/2009 11,400 $2.13
1/26/2009 1,000 $2.11
1/26/2009 3,300 $2.12
1/26/2009 350 $2.09
1/27/2009 1,300 $2.20
1/27/2009 3,700 $2.16
1/27/2009 13,600 $2.19
1/27/2009 2,500 $2.22
1/27/2009 100 $2.17
1/27/2009 843 $2.15
1/28/2009 8,015 $2.26
1/28/2009 19,071 $2.27
1/28/2009 5,000 $2.17
1/28/2009 1,800 $2.21
1/28/2009 200 $2.22
1/28/2009 3,900 $2.25
1/28/2009 2,000 $2.29
1/28/2009 1,000 $2.28
1/28/2009 9,980 $2.30
1/28/2009 1,900 $2.23
1/28/2009 100 $2.24
1/29/2009 3,490 $2.29
1/29/2009 4,000 $2.31
1/29/2009 17,500 $2.33
1/29/2009 1,300 $2.32
1/29/2009 5,000 $2.30
1/29/2009 5,000 $2.27
1/29/2009 5,000 $2.26
1/30/2009 6,400 $2.20
1/30/2009 2,000 $2.23
1/30/2009 5,000 $2.22
1/30/2009 5,000 $2.21
1/30/2009 5,000 $2.19
1/30/2009 12,001 $2.18
2/2/2009 6,238 $2.05
2/2/2009 7,596 $2.09
2/2/2009 5,572 $2.11
2/2/2009 3,300 $2.12
2/2/2009 8,500 $2.10
2/2/2009 2,500 $2.14
2/2/2009 1,700 $2.06
2/3/2009 114 $2.09
2/3/2009 20,286 $2.12
2/3/2009 2,700 $2.14
2/3/2009 3,000 $2.13
2/4/2009 3,200 $2.17
2/4/2009 5,000 $2.16
2/4/2009 12,000 $2.14
2/4/2009 10,718 $2.13
2/4/2009 4,722 $2.12
2/5/2009 10,000 $2.06
2/5/2009 3,000 $2.00
2/5/2009 2,200 $2.09
2/5/2009 1,200 $2.08
2/5/2009 26,000 $2.07
2/5/2009 7,197 $2.05
2/5/2009 5,300 $1.97
2/5/2009 100 $2.03
2/9/2009 2,500 $2.17
2/9/2009 30,000 $2.16
2/9/2009 1,009 $2.15
2/10/2009 12,100 $2.13
2/10/2009 10,000 $2.12
02/10/09 10,000 $2.11
02/10/09 20,000 $2.10
02/10/09 6,929 $2.09
02/12/09 2,617 $1.89
02/13/09 20,000 $1.88
02/13/09 4,734 $1.87
02/17/09 6,800 $1.67
02/17/09 4,600 $1.69
02/17/09 1,600 $1.70
02/17/09 20,000 $1.71
02/17/09 6,000 $1.68
02/18/09 5,000 $1.64
02/18/09 3,000 $1.60
02/18/09 5,000 $1.58
02/18/09 10,000 $1.57
02/18/09 600 $1.55
02/18/09 2,450 $1.56
02/19/09 5,000 $1.60
02/19/09 9,000 $1.59
02/19/09 10,000 $1.58
02/20/09 8,000 $1.46
02/20/09 5,000 $1.50
02/20/09 300 $1.45
02/20/09 4,176 $1.39
02/20/09 1,211 $1.49
02/23/09 19,300 $1.44
02/23/09 9,636 $1.45
02/23/09 16,600 $1.43
02/24/09 7,000 $1.35
02/24/09 6,000 $1.36
02/24/09 2,400 $1.40
02/24/09 3,000 $1.39
02/24/09 100 $1.44
02/24/09 3,100 $1.33
02/24/09 6,000 $1.47
02/24/09 1,550 $1.34
02/24/09 2,000 $1.46
02/24/09 2,800 $1.41
02/25/09 8,000 $1.44
02/25/09 5,000 $1.55
02/25/09 992 $1.46
02/25/09 300 $1.41
02/25/09 5,000 $1.53
02/26/09 13,300 $1.59
02/26/09 5,674 $1.61
02/26/09 10,842 $1.60
02/26/09 5,200 $1.58
02/26/09 5,000 $1.57
02/26/09 5,000 $1.56
02/26/09 5,000 $1.55
02/26/09 3,100 $1.54
02/26/09 700 $1.52
02/27/09 333 $1.46
02/27/09 3,000 $1.50
02/27/09 4,667 $1.49
02/27/09 5,000 $1.47
03/02/09 6,000 $1.38
03/02/09 15,300 $1.36
03/02/09 5,000 $1.35
03/02/09 2,000 $1.30
03/02/09 1,020 $1.27
03/03/09 15,000 $1.25
03/03/09 14,000 $1.26
03/03/09 7,000 $1.24
03/03/09 4,300 $1.23
03/04/09 6,399 $1.23
03/04/09 241 $1.21
03/04/09 4,000 $1.25
03/04/09 5,000 $1.24
03/05/09 5,000 $1.15
03/06/09 14,700 $0.95
03/06/09 20,800 $0.92
03/06/09 7,000 $0.93
03/06/09 5,000 $0.91
03/06/09 5,000 $0.94
03/09/09 5,000 $0.92
03/09/09 5,000 $0.94
03/09/09 8,000 $0.95
03/09/09 8,000 $0.96
03/10/09 4,298 $1.09
03/11/09 5,500 $1.14
03/11/09 10,000 $1.21
03/11/09 1,800 $1.20
03/11/09 10,100 $1.22
03/11/09 5,000 $1.24
03/11/09 3,100 $1.23
03/11/09 7,500 $1.25
03/11/09 20,600 $1.26
03/12/09 2,000 $1.32
03/12/09 10,000 $1.33
03/12/09 10,000 $1.34
03/12/09 200 $1.30
03/12/09 300 $1.19
03/13/09 2,555 $1.31
03/13/09 4,857 $1.32
03/16/09 5,100 $1.29
03/16/09 10,000 $1.28
03/16/09 940 $1.31
03/16/09 5,000 $1.27
03/17/09 5,000 $1.27
03/17/09 5,000 $1.24
03/17/09 7,700 $1.23
03/17/09 10,000 $1.31
03/17/09 5,500 $1.30
03/18/09 900 $1.35
03/19/09 41,400 $1.63
03/19/09 14,300 $1.62
03/19/09 18,600 $1.64
03/19/09 15,091 $1.61
03/19/09 14,400 $1.65
03/19/09 6,609 $1.60
03/20/09 9,100 $1.52
03/20/09 2,900 $1.53
03/20/09 19,900 $1.57
03/20/09 99,000 $1.56
03/20/09 5,000 $1.55
03/23/09 25,050 $1.54
03/23/09 10,000 $1.50
03/23/09 5,000 $1.52
03/23/09 50 $1.53
03/23/09 42,000 $1.55
03/23/09 3,000 $1.56
03/23/09 14,982 $1.57
03/24/09 200 $1.60
04/02/09 416,112 $1.74

The total amount of funds required by the Trust to purchase the Shares as
reported above was $4,732,770.57. Such funds were provided by the Trust's
cash on hand. Cash requirements for future purchases of the Shares may come
from cash on hand and/or inter-trust advances made through a Revolving
Credit Loan Agreement as previously described in the Trust's Schedule 13D,
as amended, filed, with the SEC on February 5, 2009 and amended on April 3,
2009.

DWS RREEF Real Estate Income Fund II, Inc. ("SRO")

------------- ---------- ------------
Purchase
Date Shares Price
------------- ---------- ------------

12/31/08 7,112 $0.63
12/31/08 27,000 $0.65
12/31/08 21,763 $0.64
1/2/2009 9,171 $0.67
1/2/2009 22,530 $0.71
1/2/2009 64,500 $0.72
1/2/2009 40,000 $0.73
1/2/2009 42,000 $0.74
1/2/2009 10,000 $0.75
1/5/2009 22,000 $0.75
1/5/2009 52,000 $0.81
1/5/2009 115,336 $0.82
1/5/2009 18,800 $0.80
1/6/2009 70,000 $0.86
1/6/2009 5,000 $0.83
1/7/2009 33,000 $0.90
1/7/2009 123,700 $0.89
1/7/2009 93,400 $0.88
1/7/2009 2,684 $0.87
1/8/2009 33,700 $0.82
1/8/2009 28,169 $0.84
1/8/2009 2,200 $0.81
1/8/2009 600 $0.83
1/9/2009 20,000 $0.82
1/9/2009 10,000 $0.81
1/9/2009 20,000 $0.83
1/9/2009 21,700 $0.84
1/9/2009 25,000 $0.85
1/9/2009 4,853 $0.80
1/12/2009 10,000 $0.83
1/12/2009 46,400 $0.82
1/12/2009 56,900 $0.81
1/12/2009 75,300 $0.80
1/12/2009 5,050 $0.79
1/13/2009 78,860 $0.80
1/13/2009 29,200 $0.79
1/13/2009 3,031 $0.78
1/14/2009 14,800 $0.78
1/14/2009 60,000 $0.77
1/14/2009 1,995 $0.76
1/15/2009 20,000 $0.68
1/15/2009 10,000 $0.72
1/15/2009 5,000 $0.73
1/16/2009 5,000 $0.76
1/16/2009 51,700 $0.74
1/16/2009 22,066 $0.73
1/20/2009 80,000 $0.76
1/20/2009 105,000 $0.75
1/20/2009 50,000 $0.74
1/21/2009 5,000 $0.68
1/21/2009 10,000 $0.71
1/21/2009 500 $0.69
1/22/2009 28,796 $0.75
1/22/2009 12,973 $0.74
1/22/2009 48,200 $0.76
1/22/2009 10,336 $0.77
1/22/2009 10,000 $0.78
1/22/2009 1,900 $0.73
1/23/2009 13,148 $0.75
1/23/2009 9,700 $0.76
1/23/2009 11,862 $0.77
1/23/2009 5,700 $0.71
1/23/2009 900 $0.74
1/26/2009 20,000 $0.78
1/26/2009 10,000 $0.76
1/26/2009 10,000 $0.77
1/27/2009 100 $0.74
2/25/2009 25,100 $0.40
2/25/2009 5,000 $0.39

The total amount of funds required by the Trust to purchase the Shares as
reported above was $1,502,514.05. Such funds were provided by the Trust's
cash on hand. Cash requirements for future purchases of the Shares may come
from cash on hand and/or inter-trust advances made through a Revolving
Credit Loan Agreement as previously described in the Trust's Schedule 13D
filed with the SEC on March 9, 2009.

If you have any questions, require assistance in voting your GREEN proxy card
or need additional copies of our proxy materials, please contact
Morrow & Co., LLC at the address or phone numbers listed below.

Morrow & Co., LLC
470 West Avenue, 3rd Floor
Stamford, CT 06902
Stockholders Call Toll-Free at: (800) 607-0088
Banks and Brokers Call Collect at: (203) 658-9400

PROXY CARD

THIS PROXY IS SOLICITED IN SUPPORT OF THE SUSAN L. CICIORA TRUST'S
PROPOSALS FOR DWS RREEF REAL ESTATE FUND, INC.

Proxy for the __________, 2009 Annual Meeting of Stockholders of DWS RREEF Real
Estate Fund, Inc.

The undersigned holder of shares of voting securities of DWS RREEF Real Estate
Fund, Inc., a Maryland corporation (the "Fund"), hereby appoints Stephen C.
Miller, Esq., Joel L. Terwilliger, Esq., and Thomas R. Stephens, Esq., or any of
them, as attorneys and proxies for the undersigned, with full powers of
substitution and revocation, to represent the undersigned and to vote on behalf
of the undersigned all shares of Common Stock that the undersigned is entitled
to vote at the Annual Meeting of Stockholders of the Fund to be held at
_____________, _______, 2009 at ___________, and any adjournments or
postponements thereof. The undersigned hereby acknowledges receipt of the
Trust's Proxy Statement and hereby instructs said attorneys and proxies to vote
said shares as indicated hereon. In their discretion, the proxies are authorized
to vote upon such other business as may properly come before the Annual Meeting.
A majority of the proxies present and acting at the Annual Meeting in person or
by substitute (or, if only one shall be so present, than that one) shall have
and may exercise all of the power and authority of said proxies hereunder. The
undersigned hereby revokes any proxy previously given.

IMPORTANT:

Please indicate your vote by an "X" in the appropriate boxes below. This proxy,
if properly executed, will be voted in the manner directed by the undersigned
stockholder.

Please refer to the Proxy Statement for more details.

The Trust recommends stockholders vote FOR all the Proposals below.

1. A proposal to terminate the Investment Management Agreement between the
Fund and Deutsche Asset Management, Inc. FOR AGAINST ABSTAIN

/---/ /---/ /---/

2. A proposal to terminate the Investment Advisory Agreement between Deutsche
Asset Management, Inc. and RREEF America, L.L.C.
FOR AGAINST ABSTAIN

/---/ /---/ /---/
3. Election of Trust Nominees as board members for Class III directorships of
the Fund, namely Susan L. Ciciora, Richard I. Barr, FOR ALL TRUST WITHHOLD ABSTAIN
and Joel W. Looney (each a "Trust Nominee" and collectively, the NOMINEES AUTHORITY TO
"Trust Nominees"). VOTE FOR ALL
/___/ TRUST NOMINEES /___/

To withhold authority to vote for any individual Trust Nominee(s), write the
name(s) of the Trust Nominee(s) on the line below: /___/

----------------------------------------------------------

4. A proposal recommending that the Board change the name of the Fund so that
it does not include "DWS" or reference to the DWS family of funds.
FOR AGAINST ABSTAIN

/___/ /___/ /___/
5. A proposal recommending that the Board amend the Fund's Charter
vesting in the stockholders the power to amend or adopt the Bylaws FOR AGAINST ABSTAIN
by the affirmative vote of a majority of all votes entitled to be
cast on the matter. /___/ /___/ /___/

6. A proposal recommending that the Board amend the Fund's Charter to
set the number of members of the Board to five. FOR AGAINST ABSTAIN

/___/ /___/ /___/
7. A proposal recommending that the Board amend the Fund's Charter to
de-classify the Board and provide for the annual election of FOR AGAINST ABSTAIN
directors.
/___/ /___/ /___/
8. A proposal recommending that the Board amend the Fund's Charter to
provide that the Secretary of the Fund shall call a special meeting FOR AGAINST ABSTAIN
of stockholders on the written request of stockholders
entitled to cast at least 25% of all votes entitled to be cast at the
meeting. /___/ /___/ /___/

9. A proposal recommending that the Board amend the Bylaws to reduce
the number of directors and declassify the Board. FOR AGAINST ABSTAIN

/___/ /___/ /___/
10. A proposal recommending that the Board amend the Bylaws such that
authority to amend the Bylaws is not vested solely in the Board. FOR AGAINST ABSTAIN

/___/ /___/ /___/
11. A proposal recommending that the Board resolve to negate its
opt-in election to be subject to Maryland Control Share Acquisition FOR AGAINST ABSTAIN
Act so that the Fund will no longer be subject to said
Act.
/___/ /___/ /___/
12. A proposal recommending that the Board resolve to terminate the
rights agreements dated April 9, 2009, whereby future purchases of FOR AGAINST ABSTAIN
the Fund's shares by the Trust will trigger a dilutive
rights dividend specifically targeted to dilute only the Trust. /___/ /___/ /___/

13. A proposal recommending that the Board resolve to negate the
applicability of the Maryland Unsolicited Takeover Act ("MUTA"). FOR AGAINST ABSTAIN

/___/ /___/ /___/

The Trust recommends that the stockholders vote FOR the election of all Trust
Nominees and for all Proposals.

IMPORTANT:
Please sign exactly as name appears hereon or on the proxy card previously sent
to you. When shares are held by joint tenants, both should sign. When signing as
an attorney, executor, administrator, trustee or guardian, please give full
title as such. If a corporation, please sign in full corporate name by the
President or other duly authorized officer. If a partnership or limited
liability company, please sign in partnership or limited liability company name
by authorized person.

DATE: _____________________ ________________________________
Signature(s)

--------------------------------
Title (if applicable)

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE

PROXY CARD

THIS PROXY IS SOLICITED IN SUPPORT OF THE SUSAN L. CICIORA TRUST'S
PROPOSALS FOR DWS RREEF REAL ESTATE FUND II, INC.

Proxy for the __________, 2009 Annual Meeting of Stockholders of DWS RREEF Real
Estate Fund II, Inc.

The undersigned holder of shares of voting securities of DWS RREEF Real Estate
Fund II, Inc., a Maryland corporation (the "Fund"), hereby appoints Stephen C.
Miller, Esq., Joel L. Terwilliger, Esq., and Thomas R. Stephens, Esq., or any of
them, as attorneys and proxies for the undersigned, with full powers of
substitution and revocation, to represent the undersigned and to vote on behalf
of the undersigned all shares of Common Stock that the undersigned is entitled
to vote at the Annual Meeting of Stockholders of the Fund to be held at
______________, _______, 2009 at TIME, and any adjournments or postponements
thereof. The undersigned hereby acknowledges receipt of the Trust's Proxy
Statement and hereby instructs said attorneys and proxies to vote said shares as
indicated hereon. In their discretion, the proxies are authorized to vote upon
such other business as may properly come before the Annual Meeting. A majority
of the proxies present and acting at the Annual Meeting in person or by
substitute (or, if only one shall be so present, than that one) shall have and
may exercise all of the power and authority of said proxies hereunder. The
undersigned hereby revokes any proxy previously given.

IMPORTANT:

Please indicate your vote by an "X" in the appropriate boxes below. This proxy,
if properly executed, will be voted in the manner directed by the undersigned
stockholder.

Please refer to the Proxy Statement for more details.

The Trust recommends stockholders vote FOR all the Proposals below.

1. A proposal to terminate the Investment Management Agreement between
the Fund and Deutsche Asset Management, Inc. FOR AGAINST ABSTAIN

/___/ /___/ /___/

2. A proposal to terminate the Investment Advisory Agreement between
Deutsche Asset Management, Inc. and RREEF America, L.L.C.. FOR AGAINST ABSTAIN

/___/ /___/ /___/
3. Election of Trust Nominees as board members for Class III
directorships of the Fund, namely Susan L. Ciciora, Richard I. Barr, FOR ALL TRUST WITHHOLD ABSTAIN
and Joel W. Looney (each a "Trust Nominee" and collectively, the NOMINEES AUTHORITY TO
"Trust Nominees"). /___/ VOTE FOR ALL /___/
TRUST NOMINEES

To withhold authority to vote for any individual Trust Nominee(s), write the
name(s) of the Trust Nominee(s) on the line below: /___/

-----------------------------------------------------------
4. A proposal recommending that the Board change the name of the Fund
so that it does not include "DWS" or reference to the DWS family of FOR AGAINST ABSTAIN
funds.
/___/ /___/ /___/
5. A proposal recommending that the Board amend the Fund's Charter
vesting in the stockholders the power to amend or adopt the Bylaws by FOR AGAINST ABSTAIN
the affirmative vote of a majority of all votes entitled
to be cast on the matter. /___/ /___/ /___/

6. A proposal recommending that the Board amend the Fund's Charter to
set the number of members of the Board to five. FOR AGAINST ABSTAIN

9. A proposal recommending that the Board amend Article 3.2 of the
Bylaws to reduce the number of directors and declassify the Board. FOR AGAINST ABSTAIN

/___/ /___/ /___/
10. A proposal recommending that the Board amend the Bylaws such that
authority to amend the Bylaws is not vested solely in the Board FOR AGAINST ABSTAIN

/___/ /___/ /___/
11. A proposal recommending that the Board resolve to negate its opt-in
election to be subject to the Maryland Control Share Acquisition Act FOR AGAINST ABSTAIN
so that the Fund will no longer be subject to said Act.
/___/ /___/ /___/
12. A proposal recommending that Board resolve to terminate the rights
agreements dated April 9, 2009, whereby future purchases of the FOR AGAINST ABSTAIN
Fund's shares by the Trust will trigger a dilutive rights dividend
specifically targeted to dilute only the Trust /___/ /___/ /___/

13. A proposal recommending that the Board resolve to negate the
applicability of the Maryland Unsolicited Takeovers Act ("MUTA"). FOR AGAINST ABSTAIN

/___/ /___/ /___/

The Trust recommends that the stockholders vote FOR the election of all Trust
Nominees and for all Proposals.

DATE: _____________________ ________________________________
Signature(s)

--------------------------------
Title (if applicable)

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE

* BIA and SIA assumed management of DNY in October, 2007.