Edgar Filing: DWS RREEF REAL ESTATE FUND II, INC.

SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14a INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

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[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12

DWS RREEF Real Estate Fund, Inc.
DWS RREEF Real Estate Fund II, Inc.
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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(DWS SCUDDER LOGO)

345 PARK AVENUE
NEW YORK, NEW YORK
10154
(800) 349-4281

MAY 7, 2007

DWS RREEF Real Estate Fund, Inc.
DWS RREEF Real Estate Fund II, Inc.

To the Stockholders:

The Annual Meetings of Stockholders of DWS RREEF Real Estate Fund, Inc. and
DWS RREEF Real Estate Fund II, Inc. (each, a "Fund" and collectively, the
"Funds") are to be held at 1:00 p.m. and 1:15 p.m., respectively, Eastern time,
on Thursday, June 7, 2007 at the offices of Deutsche Investment Management
Americas Inc. ("DIMA" or the "Investment Manager"), 27th Floor, 345 Park Avenue,
New York, New York 10154. Stockholders who are unable to attend the meeting of
their Fund are strongly encouraged to vote by proxy, which is customary in
corporate meetings of this kind. A Notice of Annual Meeting of Stockholders, a
joint Proxy Statement regarding the Annual Meetings, a proxy card for your vote
at the Annual Meetings and a postage prepaid envelope in which to return your
proxy or proxies are enclosed. You may instead choose to vote by touch-tone
telephone or through the Internet, as explained on your proxy card.

At the Annual Meetings, the stockholders of each Fund will elect that
Fund's Directors as set forth in the Notice of Annual Meeting of Stockholders
and as explained in the joint Proxy Statement. There will also be an opportunity
to discuss matters of interest to you as a stockholder. Your Fund's Directors
recommend that you vote in favor of the nominees for Director, as applicable to
the class of shares you hold.

Your vote is very important to us. Thank you for your response and for your
continued investment.

Respectfully,

Dawn-Marie Driscoll
Keith R. Fox
Kenneth C. Froewiss
Martin J. Gruber
Richard J. Herring
Graham E. Jones
Rebecca W. Rimel
Philip Saunders, Jr.
William N. Searcy, Jr.
Jean Gleason Stromberg

SEPARATE PROXY CARDS ARE ENCLOSED FOR EACH FUND IN WHICH YOU OWN SHARES.
STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE ANNUAL MEETING FOR THEIR FUND ARE
URGED TO SIGN THE PROXY CARD (UNLESS AUTHORIZING THEIR PROXIES BY TOUCH-TONE
TELEPHONE OR THROUGH THE INTERNET) AND MAIL IT IN THE ENCLOSED POSTAGE PREPAID
ENVELOPE SO AS TO ENSURE A QUORUM AT THE ANNUAL MEETING. THIS IS IMPORTANT
WHETHER YOU OWN FEW OR MANY SHARES.

DWS RREEF Real Estate Fund, Inc.
DWS RREEF Real Estate Fund II, Inc.

Notice Of Annual Meeting of Stockholders

Please take notice that the Annual Meeting of Stockholders of each of DWS
RREEF Real Estate Fund, Inc., a Maryland corporation ("RREEF I") and DWS RREEF
Real Estate Fund II, Inc., a Maryland corporation ("RREEF II"), (each, a "Fund,"
and collectively, the "Funds") will be held at the offices of Deutsche
Investment Management Americas Inc., 27th Floor, 345 Park Avenue, New York, New
York 10154, on Thursday, June 7, 2007 at 1:00 p.m. and 1:15 p.m., respectively,
Eastern time, for the following purposes:

MATTERS TO BE VOTED ON BY ALL STOCKHOLDERS:

Proposal I: To consider and vote upon the election of Ms.
Dawn-Marie Driscoll and Messrs. Henry P. Becton,
Jr., Keith R. Fox and Martin J. Gruber as Class I
Directors of each Fund, each to hold office for a
term of three years and until her or his
respective successor has been duly elected and
qualifies.

Proposal II: To consider and vote upon the election of Mr. Axel
Schwarzer as a Class II Director of each Fund, to
hold office for an initial term of one year and
until his successor has been duly elected and
qualifies.

The appointed proxies will vote in their discretion on any other business
as may properly come before the Annual Meetings or any postponements or
adjournments thereof. Holders of record of shares of a Fund at the close of
business on April 23, 2007 are entitled to vote at the Annual Meeting of their
Fund and any postponements or adjournments thereof.

By order of the Boards of Directors,

-s- John Millette
John Millette,
Secretary

May 7, 2007

IMPORTANT -- WE URGE YOU TO SIGN AND DATE THE ENCLOSED PROXY CARD(S) (UNLESS YOU
ARE AUTHORIZING YOUR PROXY BY TOUCH-TONE TELEPHONE OR THROUGH THE INTERNET) AND
RETURN IT OR THEM IN THE ENCLOSED ADDRESSED ENVELOPE WHICH REQUIRES NO POSTAGE
AND IS INTENDED FOR YOUR CONVENIENCE. YOUR PROMPT RETURN OF THE ENCLOSED PROXY
CARD(S) MAY SAVE THE FUNDS THE NECESSITY AND EXPENSE OF FURTHER SOLICITATIONS TO
ENSURE A QUORUM AT THE ANNUAL MEETING. INSTRUCTIONS FOR SIGNING THE PROXY CARD
ARE LISTED IN APPENDIX A OF THIS JOINT PROXY STATEMENT. ALTERNATIVELY, YOU CAN
AUTHORIZE YOUR PROXY BY TOUCH-TONE TELEPHONE OR THROUGH THE INTERNET BY
FOLLOWING THE DIRECTIONS ON THE ENCLOSED PROXY CARD(S). IF YOU CAN ATTEND THE
ANNUAL MEETING AND WISH TO VOTE YOUR SHARES IN PERSON AT THAT TIME, YOU WILL BE
ABLE TO DO SO.

DWS RREEF Real Estate Fund, Inc.
DWS RREEF Real Estate Fund II, Inc.

JOINT PROXY STATEMENT

GENERAL

This joint Proxy Statement is furnished in connection with the solicitation
of proxies by the Boards of Directors of DWS RREEF Real Estate Fund, Inc., a
Maryland corporation ("RREEF I") and DWS RREEF Real Estate Fund II, Inc., a
Maryland corporation ("RREEF II"), (each, a "Fund" and collectively, the
"Funds") for use at the Annual Meeting of Stockholders of each Fund, to be held
at the offices of Deutsche Investment Management Americas Inc. ("DIMA" or the
"Investment Manager"), 27th Floor, 345 Park Avenue, New York, New York 10154, on
Thursday, June 7, 2007 at 1:00 p.m. and 1:15 p.m., respectively, Eastern time,
and at any postponements or adjournments thereof (collectively, the "Meeting").*

This joint Proxy Statement, the Notice of Annual Meeting of Stockholders
and the enclosed proxy card(s) are first being mailed to stockholders on or
about May 7, 2007, or as soon as practicable thereafter. Any stockholder giving
a proxy has the power to revoke it 1) in person at the Meeting or 2) by
submitting a notice of revocation by mail (addressed to the Secretary at Two
International Place, Boston, Massachusetts 02110) to the applicable Fund. Any
stockholder giving a proxy may also revoke it by executing or authorizing a
later-dated proxy by mail, touch-tone telephone or via the Internet. All
properly executed proxies received in time for the Meeting will be voted as
specified in the proxy or, if no specification is made, for the proposals
referred to in the Proxy Statement. Also, all votes entitled to be cast will be
cast in the proxies' discretion on any other matters as may properly come before
the Meeting.

The presence at any stockholders' meeting, in person or by proxy, of
stockholders entitled to cast a majority of the votes entitled to be cast shall
be necessary and sufficient to constitute a quorum for the transaction of
business. If a proposal is to be voted on by only one class of a Fund's shares,
a quorum of that class of shares must be present at the Meeting in order for the
proposal to be considered. For purposes of determining the presence of a quorum
for transacting business at the Meeting, abstentions and broker "non-votes," if
any, will be treated as shares that are present but which have not been voted.
Broker non-votes are proxies received by a Fund 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. Accordingly, stockholders are urged to forward their voting
instructions promptly.

The election of a Director of each Fund requires the affirmative vote of a
majority of the shares of the Fund's stock outstanding and entitled to vote
thereon. Abstentions and broker non-votes, if any, will have the effect of a
vote against the election of a Director.

Holders of record of shares of each Fund at the close of business on April
23, 2007 (the "Record Date") will be entitled to one vote per share on each
matter as to which they are entitled to vote at the Meeting and any
postponements or adjournments thereof.

On the Record Date, the following number of shares were issued and
outstanding for each class and series of each Fund:

For RREEF I:

ISSUED AND
SHARES OUTSTANDING
------ --------------

Common Stock............................................... 15,919,076.785
Series A Preferred Stock................................... 3,200
Series B Preferred Stock................................... 3,200

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* Each Annual Meeting is a separate meeting but they are referred to in this
joint Proxy Statement together for simplicity as the Meeting.

For RREEF II:

ISSUED AND
SHARES OUTSTANDING
------ --------------

Common Stock............................................... 38,502,966.582
Series A Preferred Stock................................... 2,800
Series B Preferred Stock................................... 2,800
Series C Preferred Stock................................... 2,800
Series D Preferred Stock................................... 2,800
Series E Preferred Stock................................... 2,800

At the Meeting, common stockholders and preferred stockholders of each Fund
will have equal voting rights (i.e., one vote per share) and will vote together
as a single class.

Each Fund provides periodic reports to all stockholders which highlight
relevant information, including investment results and a review of portfolio
changes. You may request an additional copy of the annual report for a Fund for
the fiscal year ended December 31, 2006 without charge, by calling 800-349-4281,
writing to the Fund at 345 Park Avenue, New York, New York 10154, or visiting
the Funds' website at www.cef.dws-scudder.com.

PROPOSALS I AND II: ELECTION OF DIRECTORS

Persons named as proxies on the accompanying proxy card(s) intend, in the
absence of contrary instructions with respect to the holders of common stock and
preferred stock of each Fund, to vote all proxies "FOR" the election of (i) the
four nominees indicated in Proposal I and listed in "Information Concerning
Nominees" as Class I Directors of each Fund, and (ii) the nominee indicated in
Proposal II and listed in "Information Concerning Nominees" as a Class II
Director of each Fund. If elected, Ms. Driscoll and Messrs. Becton, Fox and
Gruber will each serve for a term of three years and until their respective
successors have been duly elected and qualify or until they retire or resign,
and Mr. Schwarzer will serve for an initial term of one year and until his
successor has been duly elected and qualifies or until he retires or resigns.

All nominees have consented to stand for election and to serve if elected.
If any such nominee should be unable to serve, an event not now anticipated, the
proxies will be voted for such person, if any, as shall be designated by the
Board of Directors of the applicable Fund to replace any such nominee. For
election of Directors at the Meeting, the Board of Directors of each Fund has
approved the nomination of the individuals listed on the following table.

The table below summarizes the voting rights of the holders of common stock
and preferred stock for the proposals.

COMMON PREFERRED
PROPOSALS SHARES SHARES
--------------------------------------------------------- ------ ---------

I. Election of four Class I Directors by all X X
stockholders of each Fund (Henry P. Becton, Jr.,
Dawn-Marie Driscoll, Keith R. Fox and Martin J.
Gruber nominated for each Fund)....................
II. Election of one Class II Director by all X X
stockholders of each Fund (Axel Schwarzer nominated
for each Fund).....................................

INFORMATION CONCERNING NOMINEES

The following table sets forth certain information concerning each of the
nominees for Director of each Fund. Each of Ms. Driscoll and Messrs. Fox and
Gruber is now a Director of each Fund. Each of Messrs. Becton and Schwarzer is
now a Director of other DWS funds managed by the Investment Manager. Unless
otherwise noted, each of the nominees has engaged in the principal occupation
listed in the following table for the past five years, but not necessarily in
the same capacity. For election of Directors at the Meeting, the Boards of
Directors have approved the nomination of the individuals listed in the
following table.

CLASS I -- INDEPENDENT DIRECTORS/NOMINEE* TO SERVE UNTIL 2010 ANNUAL MEETINGS OF
STOCKHOLDERS:

NUMBER OF
FUNDS IN
AGGREGATE DOLLAR THE FUND
RANGE OF EQUITY COMPLEX
NAME, YEAR OF SECURITIES IN ALL OVERSEEN
BIRTH, FUNDS OVERSEEN OR TO BE
POSITION WITH BUSINESS EXPERIENCE DOLLAR RANGE BY THE DIRECTOR/ OVERSEEN
THE FUNDS DURING THE PAST 5 YEARS AND OF EQUITY NOMINEE IN BY THE
AND LENGTH OF OTHER DIRECTORSHIPS HELD BY SECURITIES IN THE FUND DIRECTOR/
TIME SERVED(1) DIRECTOR/NOMINEE EACH FUND(2) COMPLEX(2)(3) NOMINEE
-------------- ------------------------------- ------------- ----------------- ---------

Henry P. President, WGBH Educational RREEF I -- over $100,000 82
Becton, Jr..... Foundation. Directorships: $10,001 --
1943 Association of Public $50,000
Television Stations; Becton
Dickinson and Company(4) RREEF II --
(medical technology company); $10,001 --
Belo Corporation(4) (media $50,000
company); Boston Museum of
Science; Public Radio
International. Former
Directorships: American Public
Television; Concord Academy;
New England Aquarium; Mass.
Corporation for Educational
Telecommunications; Committee
for Economic Development;
Public Broadcasting Service
Dawn-Marie President, Driscoll Associates RREEF I -- over $100,000 83
Driscoll....... (consulting firm); $1 -- $10,000
1946 Executive Fellow, Center for
Board member Business Ethics, Bentley RREEF II --
since 2006 College; formerly, Partner, $1 -- $10,000
Palmer & Dodge (1988-1990);
Vice President of Corporate
Affairs and General Counsel,
Filene's (1978-1988).
Directorships: Advisory Board,
Center for Business Ethics,
Bentley College; Trustee,
Southwest Florida Community
Foundation (charitable
organization); Former
Directorships: Investment
Company Institute (audit,
executive, nominating
committees) and Independent
Directors Council (governance,
executive committees).

Keith R. Fox... Managing General Partner, None over $100,000 83
1954 Exeter Capital Partners (a
Board member series of private equity
since 2006 funds). Directorships:
Progressive Holding Corporation
(kitchen goods importer and
distributor); Natural History,
Inc. (magazine publisher); Box
Top Media Inc. (advertising).
Former Directorships: The
Kennel Shop (retailer)
Martin J. Nomura Professor of Finance, None over $100,000 83
Gruber......... Leonard N. Stern School of
1937 Business, New York University
Board member (since September 1965);
since inception Director, Japan Equity Fund,
of each Fund Inc. (since January 1992), Thai
Capital Fund, Inc. (since
January 2000), Singapore Fund,
Inc. (since January 2000),
National Bureau of Economic
Research (since January 2006).
Formerly, Trustee, TIAA
(pension funds) (January 1996-
January 2000); Trustee, CREF
and CREF Mutual Funds (January
2000-March 2005); Chairman,
CREF and CREF Mutual Funds
(February 2004-March 2005); and
Director, S.G. Cowen Mutual
Funds (January 1985-January
2001)

CLASS II -- INTERESTED DIRECTOR NOMINEE** TO SERVE UNTIL 2008 ANNUAL MEETINGS OF
STOCKHOLDERS:

NUMBER OF
AGGREGATE DOLLAR FUNDS IN
NAME, YEAR OF RANGE OF EQUITY THE FUND
BIRTH, POSITION SECURITIES IN ALL COMPLEX
WITH THE FUNDS BUSINESS EXPERIENCE DOLLAR RANGE FUNDS OVERSEEN TO BE
AND DURING THE PAST 5 YEARS AND OF EQUITY BY THE NOMINEE OVERSEEN
LENGTH OF TIME OTHER DIRECTORSHIPS HELD BY SECURITIES IN IN THE FUND BY THE
SERVED (1) NOMINEE EACH FUND(2) COMPLEX(2)(3) NOMINEE
--------------- ------------------------------- ------------- ----------------- ---------

Axel Managing Director(5), Deutsche RREEF I -- over $100,000 83
Schwarzer...... Asset Management; Head of None
1958 Deutsche Asset Management RREEF II --
Americas; CEO of DWS Scudder; None
formerly board member of DWS
Investments, Germany (1999-
2005); formerly, Head of Sales
and Product Management for the
Retail and Private Banking
Division of Deutsche Bank in
Germany (1997-1999); formerly,
various strategic and
operational positions for
Deutsche Bank Germany Retail
and Private Banking Division in
the field of investment funds,
tax driven instruments and
asset management for corporates
(1989-1996)

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* Director or Nominee for Director who is "independent" according to
Section 121A of American Stock Exchange listing standards applicable to
closed-end funds and who is not 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").

** Mr. Schwarzer is a senior executive officer of Deutsche Asset Management
and is an "interested person" of the Funds, as defined in Section
2(a)(19) of the 1940 Act.

(1) The mailing address of each Director with respect to Fund operations is
345 Park Avenue, New York, NY 10154.

(2) The dollar ranges are: None, $1 -- $10,000, $10,001 -- $50,000,
$50,001 -- $100,000, over $100,000. All fund holdings information is as
of April 27, 2007.

(3) The total number of funds in the Fund Complex is 141.

(4) A publicly held company with securities registered pursuant to Section 12
of the Securities Exchange Act of 1934.

(5) Executive title, not a board directorship.

INFORMATION CONCERNING CONTINUING DIRECTORS

The Board of Directors for each Fund is divided into three classes. The
terms of Classes II and III Directors do not expire this year. The following
table sets forth certain information regarding the Directors in such classes.

Unless otherwise noted, each Director has engaged in the principal occupation
listed in the following table for more than five years, but not necessarily in
the same capacity.

CLASS II -- CONTINUING INDEPENDENT DIRECTORS TO SERVE UNTIL 2008 ANNUAL MEETINGS
OF STOCKHOLDERS:

AGGREGATE DOLLAR NUMBER OF
NAME, YEAR OF RANGE OF EQUITY FUNDS IN
BIRTH, POSITION SECURITIES IN ALL THE FUND
WITH PRINCIPAL OCCUPATION FUNDS OVERSEEN COMPLEX
THE FUNDS AND DURING THE PAST 5 YEARS AND DOLLAR RANGE OF BY THE DIRECTOR OVERSEEN
LENGTH OF TIME OTHER DIRECTORSHIPS HELD BY EQUITY SECURITIES IN IN THE FUND BY THE
SERVED(1) DIRECTOR EACH FUND(1) COMPLEX(2)(3) DIRECTOR
--------------- ---------------------------- -------------------- ----------------- ---------

Richard J. Jacob Safra Professor of RREEF I -- over $100,000 83
Herring........ International Banking and $10,001 --
1946 Professor, Finance $50,000
Board member Department, The Wharton RREEF II --
since inception School, University of $10,001 --
of each Fund Pennsylvania (since July $50,000
1972); Co-Director, Wharton
Financial Institutions
Center (since July 2000).
Formerly, Vice Dean and
Director, Wharton
Undergraduate Division (July
1995-June 2000); Director,
Lauder Institute of
International Management
Studies (July 2000-June
2006)
Graham E. Senior Vice President, BGK RREEF I -- over $100,000 83
Jones.......... Realty, Inc.(commercial real None
1933 estate) (since 1995). RREEF II --
Board member Formerly, Trustee of various $50,001 --
since inception investment companies managed $100,000
of each Fund by Sun Capital Advisers,
Inc. (1998-2005), Morgan
Stanley Asset Management
(1985-2001) and Weiss, Peck
and Greer (1985-2005)
Jean Gleason Retired. Formerly, None over $100,000 83
Stromberg...... Consultant (1997-
1943 2001);Director, US
Board member Government Accountability
since 2006 Office (1996-1997); Partner,
Fulbright & Jaworski, L.L.P.
(law firm) (1978-1996).
Directorships: The William
and Flora Hewlett
Foundation; Service Source,
Inc. Former Directorships:
Mutual Fund Directors Forum
(2002-2004), American Bar
Retirement Association
(funding vehicle for
retirement plans) (1987-1990
and 1994-1996)

CLASS III -- INDEPENDENT DIRECTORS TO SERVE UNTIL 2009 ANNUAL MEETINGS OF
STOCKHOLDERS:

AGGREGATE DOLLAR NUMBER OF
NAME, YEAR OF RANGE OF EQUITY FUNDS IN
BIRTH, SECURITIES IN ALL THE FUND
POSITION WITH PRINCIPAL OCCUPATION DOLLAR RANGE FUNDS OVERSEEN COMPLEX
THE FUNDS DURING THE PAST 5 YEARS AND OF EQUITY BY THE DIRECTOR IN OVERSEEN
AND LENGTH OF OTHER DIRECTORSHIPS HELD BY SECURITIES IN THE FUND BY THE
TIME SERVED(1) DIRECTOR EACH FUND(2) COMPLEX(2)(3) DIRECTOR
-------------- ------------------------------ ------------- ------------------ ---------

Kenneth C. Clinical Professor of Finance, RREEF I -- over $100,000 83
Froewiss..... NYU
1945 Stern School of Business $10,001 --
Board member (1997-present); Member, $50,000
since 2006 Finance Committee, Association RREEF II --
for Asian Studies (2002- $10,001 --
present); Director, Mitsui $50,000
Sumitomo Insurance Group (US)
(2004-present); prior thereto,
Managing Director, J.P. Morgan
(investment banking firm)
(until 1996).
Rebecca W. President and Chief Executive None over $100,000 83
Rimel........
1951 Officer, The Pew Charitable
Board member Trusts (charitable foundation)
since inception (1994 to present); Trustee,
of each Fund Thomas Jefferson Foundation
(charitable organization)
(1994 to present); Trustee,
Executive Committee,
Philadelphia Chamber of
Commerce (2001 to present);
Director, Viasys Health
Care(4) (since January 2007).
Formerly, Executive Vice
President, The Glenmede Trust
Company (investment trust and
wealth management) (1983 to
2004); Board Member, Investor
Education (charitable
organization) (2004-2005)
Philip Principal, Philip Saunders None over $100,000 83
Saunders,
Jr. .........
1935 Associates (economic and
Board member financial consulting) (since
since inception November 1988). Formerly,
of each Fund Director, Financial Industry
Consulting, Wolf & Company
(consulting) (1987-1988);
President, John Hancock Home
Mortgage Corporation (1984-
1986); Senior Vice President
of Treasury and Financial
Services, John Hancock Mutual
Life Insurance Company, Inc.
(1982-1986)

William N. Private investor since October None over $100,000 83
Searcy,
Jr. .........
1946 2003; Trustee of 8 open-end
Board member mutual funds managed by Sun
since inception Capital Advisers, Inc. (since
of each Fund October 1998). Formerly,
Pension & Savings Trust
Officer, Sprint Corporation(4)
(telecommunications) (November
1989-October 2003)

--------

(1) The mailing address of each Director with respect to Fund operations is
345 Park Avenue, New York, NY 10154.

(2) The dollar ranges are: None, $1 -- $10,000, $10,001 -- $50,000,
$50,001 -- $100,000, over $100,000. All fund holdings information is as
of April 27, 2007.

(3) The total number of funds in the Fund Complex is 141.

(4) A publicly held company with securities registered pursuant to Section 12
of the Securities Exchange Act of 1934.

REQUIRED VOTE

The election of a Class I Director under Proposal I and a Class II Director
under Proposal II requires the affirmative vote of the holders of a majority of
the applicable Fund's shares of common stock and preferred stock outstanding and
entitled to vote thereon, voting together as a single class. THE BOARD OF
DIRECTORS OF EACH FUND RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE NOMINEES.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 and Section 30(h) of
the 1940 Act, as applied to a fund, require the fund's officers and Directors,
investment manager, investment advisor, affiliates of the fund's investment
manager and investment advisor, and persons who beneficially own more than ten
percent of a registered class of the fund's outstanding securities ("Reporting
Persons"), to file reports of ownership of the fund's securities and changes in
such ownership with the Securities and Exchange Commission (the "SEC"). Such
persons are required by SEC regulations to furnish the fund with copies of all
such filings.

Based on a review of reports filed by each Fund's Directors and officers,
the Investment Manager, officers and directors of the Investment Manager and
investment advisor, affiliated persons of the Investment Manager and the
investment advisor and beneficial holders of 10% or more of each Fund's
outstanding stock, and written representations by the Reporting Persons that no
year-end reports were required for such persons, all filings required for the
fiscal year ended December 31, 2006 were timely, except that for each of the
Funds, Kenneth Froewiss, Dawn-Marie Driscoll, Keith Fox and John Robbins each
filed a Form 3 late. Each person has since corrected his/her omission by making
the necessary filing.

As of the Record Date, three Directors of the Funds, Ms. Driscoll, Mr.
Froewiss and Dr. Herring, owned, respectively, 200, 500 and 900 shares of common
stock of RREEF I and four Directors of the Funds, Ms. Driscoll, Mr. Froewiss,
Dr. Herring and Mr. Jones, owned, respectively, 300, 500, 1,250 and 3,429 shares
of common stock of RREEF II, in each case representing less than 1% of the
outstanding shares of that Fund's common stock. No other Director owned shares
of the Funds.

To the knowledge of each Fund, as of the Record Date, no stockholder or
"group," as that term is defined in Section 13(d) of the Securities Exchange Act
of 1934, owned beneficially more than 5% of any class of the relevant Fund's
outstanding shares, except as set forth below.

FUND AND SHARE CLASS NAME AND ADDRESS SHARES OWNED % OWNERSHIP
-------------------- ----------------------------- ------------ -----------

RREEF II Common Stock........ Morgan Stanley 1,973,683 5.126%
1585 Broadway
New York, NY 10036

BOARD MEETINGS -- COMMITTEES OF THE BOARDS OF DIRECTORS

The Board of Directors of each Fund met 10 times during the fiscal year
ended December 31, 2006. Each Director attended at least 75% of all meetings of
the Boards of Directors and of all meetings of committees of the Boards on which
he or she served as a regular member. As of December 31, 2006, each Board of
Directors has an Audit Committee, an Expenses/Operations Committee, an Equity
Oversight Committee, a Legal/Regulatory/Compliance Committee, a Marketing/
Distribution/ Shareholder Service Committee, a Nominating/Corporate Governance
Committee, a Valuation Committee as well as a Fixed Income Oversight Committee
that has no responsibility with respect to these Funds. The Boards do not have a
compensation committee. The responsibilities of each Committee are described
below.

AUDIT COMMITTEE

The Audit Committee of each Board of Directors assists the Board in
fulfilling its responsibility for oversight of the quality and integrity of the
accounting, auditing and financial reporting practices of each Fund. It also
makes recommendations to the Boards as to the selection of the independent
registered public accounting firm, reviews the independence of such firm,
reviews scope of audit and internal controls, considers and reports to the
Boards on matters relating to each Fund's accounting and financial reporting
practices, and performs such other tasks as the full Boards deem necessary or
appropriate. The Audit Committee receives annual representations from the
independent registered public accounting firm as to its independence. The
members of the Audit Committee are Keith R. Fox (Chair and Audit Committee
Financial Expert), Kenneth C. Froewiss, Richard J. Herring, Graham E. Jones,
Philip Saunders, Jr., William N. Searcy, Jr. and Jean Gleason Stromberg. Each
member of the Audit Committee is "independent" as defined in Section 121(A) of
the listing standards of the American Stock Exchange applicable to closed-end
funds, on which the common stock of each Fund is listed. The Audit Committee for
each Fund met seven times during the fiscal year ended December 31, 2006. A
current copy of the Audit Committee charter is not available on the Funds'
website, but is attached as Appendix B to this joint Proxy Statement.

Each Board has selected PricewaterhouseCoopers LLP ("PwC") to act as
independent registered public accounting firm for each Fund for the fiscal year
ended December 31, 2005 and the fiscal year ended December 31, 2006. Each Fund's
financial statements for the fiscal year ended December 31, 2006 were audited by
PwC. The following table sets forth the aggregate fees billed for professional
services rendered by PwC to the Funds during the two most recent fiscal years:

FUND FISCAL YEAR ENDED AUDIT FEES TAX FEES AUDIT -- RELATED FEES ALL OTHER FEES
---- --------------------- ---------- -------- --------------------- --------------

RREEF I.............. December 31, 2005 $56,200 $0 $225 $11,500
December 31, 2006 $64,000 $0 $128 $11,500
RREEF II............. December 31, 2005 $56,200 $0 $225 $11,500
December 31, 2006 $64,000 $0 $128 $11,500

The fees disclosed under the "Audit-Related Fees" were billed for services
in connection with an assessment of internal controls and additional related
procedures. "All Other Fees" represents fees for products and services other
than "Audit Fees" and "Audit-Related Fees," including services related to each
Fund's preferred stock.

The following table shows the aggregate amount of fees that PwC billed
during each Fund's last two fiscal years for non-audit services rendered to the
Funds, DIMA and any entity controlling, controlled by or under common control
with DIMA that provides ongoing services to the Funds (the "Affiliated Service
Providers").

TOTAL NON-AUDIT FEES
BILLED TO INVESTMENT
MANAGER AND AFFILIATED TOTAL NON-AUDIT
FUND SERVICE PROVIDERS FEES BILLED TO
(ENGAGEMENTS RELATED INVESTMENT MANAGER
TOTAL DIRECTLY TO THE AND AFFILIATED FUND
FISCAL YEAR NON-AUDIT FEES OPERATIONS AND FINANCIAL SERVICE PROVIDERS (ALL
ENDED BILLED TO FUND REPORTING OF THE FUND) OTHER ENGAGEMENTS) TOTAL OF (A), (B)
DECEMBER 31 (A) (B) (C) AND (C)
----------- -------------- ------------------------ ---------------------- -----------------

RREEF I............. 2005 $0 $197,605 $104,635 $302,240
2006 $0 $ 11,930 $ 0 $ 11,930
RREEF II............ 2005 $0 $197,605 $104,635 $302,240
2006 $0 $ 11,930 $ 0 $ 11,930

The Audit Committee approved in advance all audit services and non-audit
services that PwC provided to the Funds, DIMA and any Affiliated Service
Provider that related directly to the Funds' operations and financial reporting.

In accordance with pre-approval procedures approved by the Audit Committee,
the engagement of an independent registered public accounting firm to provide
audit or non-audit services to the Funds is required to be approved by the
Funds' Audit Committee or by the Audit Committee Chairman prior to the
commencement of any such engagement. Further, the independent registered public
accounting firm is required to report to the Audit Committee at each of its
regular meetings all Fund services initiated since the last report was rendered,
including a general description of the services and projected fees, and the
means by which such Fund Services were approved by the Committee.

Pursuant to "Procedures for Engagement of Independent Auditors for Audit
and Non-Audit Services," approved by each Fund's Board of Directors, pre-
approval procedures for the engagement of the independent registered public
accounting firm to provide any Fund services or any Fund-related services are as
follows: (1) a written request addressed to the Audit Committee is prepared
detailing the proposed engagement with an explanation as to why the work is
proposed to be performed by the independent registered public accounting firm
and (2) if time reasonably permits, the request is included in the meeting
materials for the upcoming Committee meeting where the Committee will discuss
the proposed engagement and approve or deny the request. Should the request
require more immediate action, the written request will be e-mailed, faxed or
otherwise delivered to the Audit Committee, followed by a telephone call to the
Chair of the Audit Committee. The Chair of the Audit Committee may approve or
deny the request on behalf of the Audit Committee, or, in the Chair's
discretion, determine to call a special meeting of the Audit Committee for the
purpose of considering the proposal. Should the Chair be unavailable, any other
member of the Audit Committee may serve as an alternate for the purpose of
approving or denying the request.

The Audit Committee for each Fund requested and received information from
PwC about any non-audit services that PwC rendered during the Fund's last fiscal
year to DIMA and any Affiliated Service Provider. The Committee considered this
in evaluating PwC's independence. Each Fund's Audit Committee gave careful
consideration to the non-audit related services provided by PwC to: (1) each
Fund, (2) DIMA and (3) entities controlling, controlled by or under common
control with DIMA that provide ongoing services to the Funds. Based in part on
certain representations and information provided by PwC, the Audit Committee
determined that the provision of these services was compatible with maintaining
PwC's independence.

Representatives of PwC are not expected to be present at the Meeting, but
will be available by telephone to respond to appropriate questions and to make a
statement if they wish to do so.

AUDIT COMMITTEE REPORTS FOR DWS RREEF REAL ESTATE FUND, INC. AND DWS RREEF REAL
ESTATE FUND II, INC.

The Audit Committee of each of RREEF I and RREEF II has provided the
following report separately for each Fund:

In connection with the audited financial statements as of and for the year
ended December 31, 2006 included in each Fund's Annual Report (the "Annual
Report"), at a meeting held on February 26, 2007, the Audit Committee considered
and discussed the audited financial statements with management and the
independent registered public accounting firm, and discussed the audit of such
financial statements with the independent registered public accounting firm. The
Audit Committee also discussed with the independent registered public accounting
firm the matters required to be discussed by Statement on Auditing Standards No.
61 (Communications with Audit Committees). The independent registered public
accounting firm provided to the Committee the written disclosure and the letter
required by Independent Standards Board Standard No. 1 (Independence Discussions
with Audit Committees) and the Audit Committee discussed with representatives of
the independent registered public accounting firm their firm's independence.

The members of each Audit Committee of each Board of Directors are not
professionally engaged in the practice of auditing or accounting and are not
employed by the Funds for accounting, financial management or internal control.
Moreover, each Audit Committee relies on and makes no independent verification
of the facts presented to it or representations made by management or the
independent registered public accounting firm. Accordingly, each Audit
Committee's oversight does not provide an independent basis to determine that
management has maintained appropriate accounting and financial reporting
principles or policies, or internal controls and procedures, designed to assure
compliance with accounting standards and applicable laws and regulations.
Furthermore, each Audit Committee's considerations and discussions referred to
above do not provide assurance that the audit of each Fund's financial
statements has been carried out in accordance with generally accepted auditing
standards or that the financial statements are presented in accordance with
generally accepted accounting principles.

Based on its consideration of the audited financial statements and the
discussions referred to above with management and the independent registered
public accounting firm and subject to the limitation on the responsibilities and
role of the Audit Committee set forth in the Charter and those discussed above,
the Audit Committee of each Fund recommended to the Board of Directors of that
Fund that the audited financial statements be included in the Fund's Annual
Report.

Submitted by the Audit Committee of each Fund's Board of Directors: Keith
R. Fox, Kenneth C. Froewiss, Richard J. Herring, Graham E. Jones, Philip
Saunders, Jr., William N. Searcy, Jr. and Jean Gleason Stromberg.

NOMINATING/CORPORATE GOVERNANCE COMMITTEE

The Nominating and Governance Committee recommends to the Boards candidates
to serve as Board Members and oversees and, as appropriate, makes
recommendations to the Boards regarding other fund governance-related matters,
including but not limited to Board compensation practices, retirement policies,
self-evaluation of effectiveness, review of possible conflicts of interest and
independence issues involving Board Members, allocations of assignments and
functions of committees of the Boards, and share ownership policies. The members
of the Nominating/Corporate Governance Committee are Graham E. Jones, Rebecca W.
Rimel and Jean Gleason Stromberg. The Nominating/Corporate Governance Committee
for each Fund met three times during the fiscal year ended December 31, 2006. On
April 11, 2007, the Nominating/Corporate Governance Committee recommended, and
Independent Directors nominated, the Nominees presented in this Proxy Statement.

The Board of Directors has adopted a written charter for the
Nominating/Corporate Governance Committee, dealing exclusively with the
Committee's nominating functions. A current copy of the Nominating/Corporate
Governance Committee Charter is not available on the Funds' website, but is
included as Appendix C to this joint Proxy Statement.

While the Committee is solely responsible for the selection and
recommendation of candidates to the Board, the Committee may consider nominees
recommended by Fund stockholders as it deems appropriate. Stockholders

wishing to submit the name of a candidate for consideration as a Board member by
the Committee should submit their recommendation(s) to the Secretary of the
Funds.

Stockholder nominations shall be made pursuant to timely notice delivered
in writing to the Secretary of the Funds. To be timely, any such notice by a
stockholder of a Fund must be delivered to or mailed and received at the
principal executive offices of the Funds not less than 90 days nor more than 120
days prior to the first anniversary of the date of mailing of the notice for the
preceding year's annual meeting; provided, however, that in the event that the
date of the mailing of the notice for the annual meeting is advanced or delayed
by more than 30 days from the first anniversary of the date of mailing of the
notice for the preceding year's annual meeting, notice by the stockholder to be
timely must be so delivered not earlier than the 120th day prior to the date of
mailing of the notice for such annual meeting and not later than the close of
business on the later of the 90th day prior to the date of mailing of the notice
for such annual meeting or the tenth day following the day on which public
announcement of the date of mailing of the notice of such meeting is first made.

Any such notice by a stockholder shall set forth (i) as to each person whom
the stockholder proposes to nominate for election or re-election as a Director
(A) the name, age, business address and residence address of such person, (B)
the class, series and number of shares, if any, of the capital stock of the Fund
which are beneficially owned by such person, (C) whether such stockholder
believes such person is, or is not, an "interested person" of the Fund, as such
term is defined in the 1940 Act and information that is sufficient, in the
discretion of the Board of Directors or any Committee thereof or any authorized
person of the Fund, to make such determination and (D) all other information
relating to such person that is required to be disclosed in solicitations of
proxies for the election of Directors (even if an election contest is not
involved) or is otherwise required pursuant to Regulation 14A under the
Securities Exchange Act of 1934 or any successor regulation thereto (including
without limitation such person's written consent to being named in the proxy
statement as a nominee and to serving as a Director if elected and whether any
person intends to seek reimbursement from the Fund of the expenses of any
solicitation of proxies should such person be elected a Director of the Fund)
and each Fund's Bylaws; and (ii) as to the stockholder giving the notice, (A)
the name and address, as they appear on the Fund's books and the current name
and address, if different and (B) the class, series and number of shares of the
capital stock of the Fund which are beneficially owned. Other than as described
above and as set forth in its charter, the Nominating and Governance Committee
has not adopted a formal process for identifying and evaluating director
nominees.

The Committee believes that no specific qualifications or disqualifications
are controlling or paramount, or that specific qualities or skills are a
prerequisite for a candidate to possess. The Committee shall take into
consideration such factors as it deems appropriate, including factors outlined
in the Committee's charter in considering candidates. The Committee may from
time to time establish specific requirements and/or additional factors to be
considered for Board candidates as it deems necessary or appropriate.

Any stockholder wishing to make any inquiries of the Boards of Directors
should address such inquiries in writing (by certified mail, return receipt
requested) to the Secretary of the Funds. Communications should be sent to the
Board of Directors of RREEF Real Estate Fund, Inc. or RREEF Real Estate Fund II,
Inc. c/o John Millette, Secretary to the Fund, Two International Place, Boston,
Massachusetts 02110.

Directors are invited to all stockholder meetings and are encouraged to
attend stockholder meetings when these meetings coincide with meetings of the
Boards of Directors. Effective as of April 2, 2004, the Board of Directors of
each Fund has established a policy that at least one Director shall attend all
stockholder meetings. Incumbent Directors Martin Gruber and Richard Herring
personally attended the 2006 annual meetings of stockholders for RREEF I and
RREEF II, at which the only proposals considered were with respect to the
election of directors.

VALUATION COMMITTEE

The Valuation Committee oversees Fund valuation matters, reviews valuation
procedures adopted by the Boards, determines the fair value of each Fund's
securities as needed in accordance with the valuation procedures when actual
market values are unavailable and performs such other tasks as the full Boards
deem necessary or appropriate. The members of the Valuation Committee are Keith
R. Fox, Kenneth C. Froewiss, Martin J. Gruber, Richard J. Herring and Philip
Saunders, Jr. (Chair). The Valuation Committee met on behalf of RREEF I ten
times and on behalf of RREEF II ten times during the fiscal year ended December
31, 2006.

EXPENSES/OPERATIONS COMMITTEE

The Expenses/Operations Committee (i) monitors each Fund's total operating
expense levels, (ii) oversees the provision of administrative services to each
Fund, including each Fund's custody, fund accounting and insurance arrangements,
and (iii) reviews the Investment Manager's brokerage practices, including the
implementation of related policies. The members of the Expenses/Operations
Committee are Dawn-Marie Driscoll, Keith R. Fox, Kenneth C. Froewiss, Graham E.
Jones (Chair), Philip Saunders, Jr. and William N. Searcy, Jr. The
Expenses/Operations Committee met seven times during the fiscal year ended
December 31, 2006.

EQUITY OVERSIGHT COMMITTEE

The Equity Oversight Committee meets regularly with each Fund's portfolio
managers and other investment personnel to review the Fund's investment
strategies and investment performance of the Funds and the other DWS funds
primarily investing in equity securities. The members of the Equity Oversight
Committee are Martin J. Gruber (Chair), Richard J. Herring, Rebecca W. Rimel and
Philip Saunders, Jr. The Equity Oversight Committee met six times during the
fiscal year ended December 31, 2006.

LEGAL/REGULATORY/COMPLIANCE COMMITTEE

The Legal/Regulatory/Compliance Committee oversees (i) the significant
legal affairs of the Funds, including the handling of pending or threatened
litigation or regulatory action involving the Funds, (ii) general compliance
matters relating to the Funds, and (iii) proxy voting. The members of the
Legal/Regulatory/Compliance Committee are Dawn-Marie Driscoll, Rebecca W. Rimel,
William N. Searcy, Jr., and Jean Gleason Stromberg. The
Legal/Regulatory/Compliance Committee met six times during the fiscal year ended
December 31, 2006.

MARKETING/DISTRIBUTION/SHAREHOLDER SERVICE COMMITTEE

The Marketing/Distribution/Shareholder Service Committee oversees the
quality, costs and types of shareholder services provided to the Funds and their
shareholders. The members of the Marketing/Distribution/Shareholder Service
Committee are Martin J. Gruber, Richard J. Herring (Chair), Rebecca W. Rimel,
and Jean Gleason Stromberg. The Marketing/Distribution/Shareholder Service
Committee met six times during the fiscal year ended December 31, 2006.

OFFICERS OF THE FUND

The following persons are officers of the Funds:

POSITION WITH THE
FUNDS AND
NAME AND YEAR OF LENGTH OF TIME BUSINESS EXPERIENCE AND DIRECTORSHIPS
BIRTH SERVED DURING THE PAST 5 YEARS
---------------- ------------------ -------------------------------------

Michael Clark..... President of the Managing Director, Deutsche Asset
Born 1965 Funds Management (since 2006-present);
since 2006 President of DWS family of funds;
formerly, Director of Fund Board
Relations (2004-2006) and Director of
Product Development (2000-2004),
Merrill Lynch Investment Management;
Senior Vice President Operations,
Merrill Lynch Asset Management (1999-
2000).

Paul H. Schubert.. Chief Financial Managing Director, Deutsche Asset
Born 1963 Officer and Management (since July 2004).
Treasurer of the Formerly, Executive Director, Head of
Funds since 2004 Mutual Fund Services and Treasurer
for UBS Family of Funds at UBS Global
Asset Management (1998-2004); Vice
President and Director of Mutual Fund
Finance at UBS Global Asset
Management (1994-1998).

John Millette..... Vice President and Director, Deutsche Asset Management
Born 1962 Secretary (2002-present).
of the Funds since
2003

Patricia Assistant Vice President, Deutsche Asset
DeFilippis...... Secretary of the Management (since June 2005);
Born 1963 Funds Counsel, New York Life Investment
since 2005 Management LLC (2003-2005); legal
associate, Lord, Abbett & Co. LLC
(1998-2003).

Elisa D. Metzger.. Assistant Director, Deutsche Asset Management
Born 1962 Secretary of the (since September 2005); Counsel,
Funds Morrison and Foerster LLP (1999-
since 2005 2005).

Caroline Pearson.. Assistant Managing Director, Deutsche Asset
Born 1962 Secretary of RREEF Management.
I,
since 2002; of
RREEF II, since
2003

Paul Antosca...... Assistant Director, Deutsche Asset Management
Born 1957 Treasurer of the (since 2006); Vice President, The
Funds Manufacturers Life Insurance Company
since 2007 (U.S.A.) (1990-2006).

Kathleen Sullivan Assistant Director, Deutsche Asset Management.
D'Eramo......... Treasurer of the
Born 1957 Funds
since 2003

Jason Vazquez..... Anti-Money Vice President, Deutsche Asset
Born 1972 Laundering Management (since 2006); formerly,
Compliance Officer AML Operations manager for Bear
of the Funds since Stearns (2004-2006), Supervising
2007 Compliance Principal and Operations
manager for AXA Financial (1999-
2004).

Robert Kloby...... Chief Compliance Managing Director, Deutsche Asset
Born 1962 Officer of Management (2004-present). Formerly,
the Funds since Chief Compliance Officer/Chief Risk
2006 Officer, Robeco USA (2000-2004); Vice
President, The Prudential Insurance
Company of America (1988-2000); E.F.
Hutton and Company (1984-1988).

J. Christopher Chief Legal Director, Deutsche Asset Management
Jackson......... Officer of the (2006-present); formerly, Director,
Born 1951 Funds since 2006 Senior Vice President, General
Counsel and Assistant Secretary,
Hansberger Global Investors, Inc.
(1996-2006); Director, National
Society of Compliance Professionals
(2002-2005)(2006-2009).

COMPENSATION OF DIRECTORS AND CERTAIN OFFICERS

Officers of the Funds and Directors who are interested persons of the Funds
do not receive any compensation from the Funds or any other fund in the DWS fund
complex that is a U.S. registered investment company. Each of the other
Directors is paid an annual retainer of $132,000 for service as a Director of
the Funds and of certain other funds overseen by the Board of Directors that are
advised by the Investment Manager or its affiliates, an aggregate fee of $4,000
per day for each meeting of such funds attended and an aggregate fee of $1,000
for each special telephonic meeting of such funds attended. The chairman of the
Board receives an additional retainer of $50,000 annually. The chair of the
Audit Committee receives an additional aggregate fee of $8,000 annually, and
each other Committee chairperson receives an additional aggregate fee of $5,000
annually. All Directors are reimbursed for the expenses of attendance at such
meetings. In the column in the following table headed "Total Compensation From
Fund Complex Paid to Directors," the compensation paid to each Director
represents the aggregate amount paid to the Director by each Fund and such other
DWS funds that each Director serves or served in the fund complex. The Directors
do not receive any pension or retirement benefits from the fund complex. Because
he is an interested person of the Funds, Mr. Schwarzer receives no compensation
from any fund in the DWS complex.

The following Compensation Table provides, in tabular form, the following
data:

Column (1) All Directors and Nominees who receive compensation from the
Funds.

Column (2) For RREEF I, aggregate compensation received by a Director or
Nominee from the Fund for the fiscal year ended December 31, 2006.

Column (3) For RREEF II, aggregate compensation received by a Director or
Nominee from the Fund for the fiscal year ended December 31, 2006.

Column (4) Total compensation for Directors and Nominees from the Fund
Complex for the year ended December 31, 2006.

(1) (2) (3) (4)
RREEF I RREEF II

AGGREGATE AGGREGATE
COMPENSATION COMPENSATION
FROM THE FUND FOR FROM THE FUND FOR TOTAL COMPENSATION FROM
THE YEAR ENDED THE YEAR ENDED THE FUND COMPLEX FOR
DECEMBER 31, DECEMBER 31, THE YEAR ENDED
DIRECTOR/NOMINEE 2006 2006 DECEMBER 31, 2006(1)(2)
-------------------- ----------------- ----------------- -----------------------

Henry P. Becton, Jr. ................ $ 0 $ 0 $189,000
Dawn-Marie Driscoll(3)............... $ 692 $1,276 $251,000
Keith R. Fox......................... $ 549 $1,013 $195,000
Kenneth C. Froewiss.................. $ 339 $ 625 $234,988
Martin J. Gruber..................... $1,473 $2,719 $188,000
Richard J. Herring................... $1,457 $2,691 $184,000
Graham E. Jones...................... $1,622 $2,998 $206,000
Rebecca W. Rimel..................... $1,467 $2,713 $185,000
Philip Saunders, Jr. ................ $1,640 $3,033 $207,000
William N. Searcy.................... $1,622 $2,998 $206,000
Jean Gleason Stromberg............... $ 566 $1,045 $202,000

--------

(1) Aggregate compensation includes amounts paid to the Directors and
Nominees for special meetings of ad hoc committees of the Board in
connection with the possible consolidation of the various DWS Fund boards
and funds, meetings for considering fund expense simplification
initiatives, and consideration of issues specific to the funds' direct
shareholders (i.e., those shareholders who did not purchase shares
through financial intermediaries). Such amounts totaled $16,000 for Ms.
Driscoll, $1,000 for Mr. Fox, $17,000 for Mr. Froewiss, $1,000 for Dr.
Herring, $16,000 for Mr. Jones, $17,000 for Dr. Saunders, $16,000 for Mr.
Searcy and $16,000 for Ms. Stromberg. These meeting fees were borne by
the applicable DWS funds.

(2) During the calendar year 2006, the total number of funds overseen by each
Director and Nominee was 87 funds, except for Mr. Froewiss, who oversaw
90 funds.

(3) Includes $50,000 in annual retainer fees in Ms. Driscoll's role as
Chairman of the Board.

None of the Independent Directors or Nominees or their family members had
any interest in DIMA, RREEF America L.L.C ("RREEF"), or any person directly or
indirectly controlling, controlled by, or under common control with DIMA or
RREEF as of December 31, 2006, except for holdings described under "Information
Concerning Nominees."

DIMA supervises each Fund's investments, pays the compensation and certain
expenses of its personnel who serve as Directors and officers of each Fund, and
receives a management fee for its services. Several of the Funds' officers are
also officers, directors or employees of Deutsche Asset Management (see "The
Investment Manager and Advisor"), although the Funds make no direct payments to
them.

THE INVESTMENT MANAGER AND ADVISOR

DIMA, with headquarters at 345 Park Avenue, New York, New York 10154, is
the Funds' investment manager pursuant to an Investment Management Agreement.
Subject at all times to the general supervision of the Funds' Boards of
Directors, the Investment Manager is responsible for managing the Funds' affairs
and supervising all aspects of the Funds' operations. The Investment Manager
provides a full range of investment advisory services to retail and
institutional clients. The Investment Manager is part of the United States asset
management activities of Deutsche Bank AG. Deutsche Bank AG is a banking company
with limited liability organized under the laws of the Federal Republic of
Germany. Deutsche Bank AG is a major global banking institution that is engaged
in a wide range of financial services, including investment management, mutual
funds, retail, private and commercial banking, investment banking and insurance.

Pursuant to an Investment Advisory Agreement with DIMA, RREEF, with
headquarters at 875 North Michigan Avenue, Suite 4100, Chicago, Illinois 60611,
is the Funds' investment advisor. Subject to the general supervision of the
Funds' Boards of Directors and the Investment Manager, RREEF is responsible for
managing the investment operations of each Fund and the composition of each
Fund's holdings of securities and other investments. RREEF was formed in 1975
and provides a full range of advisory services to primarily institutional
clients, including corporate and public pension plans, foundations and
endowments, Taft-Hartley funds, and private and public investment companies.
RREEF, with corporate offices in Chicago, San Francisco and New York, is managed
by more than 30 managing directors with an average of over 21 years of
investment experience and employs approximately 100 real estate professionals.
RREEF is the global real estate investment management arm of Deutsche Asset
Management*, which is the global investment management business of Deutsche Bank
AG. RREEF is one of the largest advisers of combined real property and real
estate securities globally with more than 200 professionals and 2,000 employees
worldwide.

OTHER MATTERS

The Boards of Directors do not know of any matters to be brought before the
Meeting other than those mentioned in this joint Proxy Statement. The appointed
proxies will vote on any other business that comes before the Meeting or any
postponement or adjournment thereof in accordance with their discretion.

MISCELLANEOUS

Proxies will be solicited by mail and may be solicited in person or by
telephone by officers of the Funds or personnel of DIMA. The Funds have retained
Georgeson Inc. ("Georgeson"), 17 State Street, New York, New York 10004 to
assist in the proxy solicitation and tabulation of votes. The cost of its
services is estimated at $9,500 per Fund, plus expenses. The costs and expenses
connected with the solicitation of the proxies and with any further proxies
which may be solicited by the Funds' officers or Georgeson, in person or by
telephone, will be borne by the Funds. The Funds will reimburse banks, brokers,
and other persons holding the Funds' shares registered in their names or in the
names of their nominees, for their expenses incurred in sending proxy material
to and obtaining proxies from the beneficial owners of such shares.

As the Meeting date approaches, certain stockholders may receive a
telephone call from a representative of Georgeson if their votes have not been
received. Authorization to permit Georgeson to execute proxies may be obtained
by telephonic or electronically transmitted instructions from stockholders of
the Funds. Proxies that are obtained telephonically will be recorded in
accordance with the procedures described below. The Funds believe that these
procedures are reasonably designed to ensure that both the identity of the
stockholder casting the vote and the voting instructions of the stockholder are
accurately determined.

If a stockholder wishes to participate in the Meeting, but does not wish to
give a proxy by telephone or electronically, the stockholder may still submit
the proxy card originally sent with this proxy statement or attend in person.
Should stockholders require additional information regarding the proxy or a
replacement proxy card, they may contact Georgeson toll-free at 1-800-905-7281.
Any proxy given by a stockholder is revocable until voted at the Meeting.

In the event that sufficient votes in favor of any proposal set forth in
the Notice of Annual Meeting of Stockholders are not received by June 7, 2007,
the persons named as appointed proxies on the enclosed proxy card may propose
one or more adjournments of the Meeting to permit further solicitation of
proxies. Any such adjournment will require the affirmative vote of the holders
of a majority of the votes cast. The persons named as appointed proxies on the
enclosed proxy card(s) will vote in favor of such adjournment those proxies
which they are entitled to vote in favor of the proposal for which further
solicitation of proxies is to be made.

If a quorum is not present at the Meeting, the stockholders entitled to
vote at the Meeting, present in person or represented by proxy, will have the
power to adjourn the Meeting from time to time, without notice other than

----------
* Deutsche Asset Management is the marketing name in the US for the asset
management activities of Deutsche Bank AG, DIMA, Deutsche Bank Trust Company
Americas and DWS Trust Company.

announcement at the Meeting, to a date not more than 120 days after the Record
Date, until a quorum is present or represented. At such adjourned meeting, at
which a quorum is present or represented, any business which might have been
transacted at the original Meeting may be transacted.

The costs of any such additional solicitation and of any adjourned session
will be borne by the Funds.

STOCKHOLDER PROPOSALS

Each of the Fund's current Bylaws provide that in order for a stockholder
to nominate a candidate for election as a Director at an annual meeting of
stockholders or propose business for consideration at such meeting, written
notice containing the information required by the current Bylaws generally must
be delivered to the Secretary of the applicable Fund, John Millette, c/o
Deutsche Asset Management, Inc., Two International Place, Boston, Massachusetts,
02110, not less than 90 nor more than 120 days prior to the first anniversary of
the mailing of the notice for the preceding year's annual meeting. Accordingly,
a stockholder nomination or proposal intended to be considered at the 2008
Annual Meeting must be received by the Secretary of the applicable Fund on or
after January 8, 2008, and prior to February 7, 2008. However, under the rules
of the SEC, if a stockholder wishes to submit a proposal for possible inclusion
in the applicable Fund's 2008 proxy statement pursuant to Rule 14a-8 of the
Securities Exchange Act of 1934, the applicable Fund must receive it on or
before January 7, 2008. All nominations and proposals must be in writing and
must conform to the requirements of the Bylaws of the applicable Fund.

By order of the Boards of Directors,

-s- John Millette

John Millette,
Secretary

Two International Place
Boston, Massachusetts 02110
May 7, 2007

APPENDIX A

INSTRUCTIONS FOR SIGNING PROXY CARD

The following general rules for signing proxy cards may be of assistance to
you and avoid the time and expense involved in validating your vote if you fail
to sign your proxy card properly.

1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.

2. Joint Accounts: Each party must sign, and the name or names of the
party signing should conform exactly to the name shown in the registration
on the proxy card.

3. All Other Accounts: The capacity of the individual signing the
proxy card should be indicated unless it is reflected in the form of
registration. For example:

REGISTRATION VALID SIGNATURES
------------ ----------------

Corporate Accounts
(1) ABC Corp. .................................... ABC Corp.
(2) ABC Corp. ................................... John Doe, Treasurer
(3) ABC Corp
c/o John Doe, Treasurer....................... John Doe
(4) ABC Corp. Profit Sharing Plan................. John Doe, Trustee
Trust Accounts
(1) ABC Trust..................................... Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee
u/t/d 12/28/78................................ Jane B. Doe
Custodial or Estate Accounts
(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr.
UGMA.......................................... John B. Smith
(2) John B. Smith................................. John B. Smith, Jr., Executor

A-1

APPENDIX B

DWS SCUDDER FUNDS
(NEW YORK BOARD)

AUDIT COMMITTEE CHARTER
ADOPTED DECEMBER 20, 2006

This document constitutes the Charter of the Audit Committee (the
"Committee") of the Board of Trustees/Directors (the "Board") of the DWS Scudder
(New York Board) Funds (the "Funds"). The Board established the Committee to
provide oversight with respect to the Funds' accounting and financial reporting
policies and practices.

1. Organization. The Committee shall be composed of three or more members
of the Board who are not "interested persons" (as defined in the
Investment Company Act of 1940) of the Funds, who do not receive
consulting, advisory or other compensatory fees from the Funds or from
the Funds' investment adviser or its affiliates, except fees from the
Funds for services as a Trustee/Director, and who satisfy any
independence or expertise requirements of the exchange(s) on which the
Funds' shares are traded, if any.

2. Meetings. The Committee shall meet on a regular basis as necessary or
appropriate, and is empowered to hold special meetings as circumstances
warrant.

3. Committee Purposes. The purposes of the Committee are as follows:

(a) To oversee the Funds' accounting and financial reporting policies
and practices, the Funds' internal controls (including disclosure
controls and procedures) and, as appropriate, the internal controls
of certain Fund service providers;

(b) To oversee the quality and integrity of the Funds' financial
statements and the qualifications and independence of the
independent auditors thereof;

(c) To exercise direct responsibility for the appointment, compensation,
and oversight of the work performed by the Funds' independent
auditors for the purpose of preparing or issuing an audit report or
related work; and

(d) To act as a liaison between the Funds' independent auditors and the
Board.

The function of the Audit Committee is oversight; it is management's
responsibility to maintain or arrange for the maintenance of appropriate
systems for accounting and internal controls (including disclosure
controls and procedures), and the auditor's responsibility to plan and
carry out a proper audit.

4. Duties and Powers. To carry out the purposes specified in Paragraph 3
above, the Committee shall have the following duties and powers:

(a) To approve the selection, retention, compensation and termination of
the Fund's independent auditors, and, in connection therewith, to
evaluate and determine the terms of any engagement of the auditors
(including fees) by or on behalf of the Funds;

(b) To consider the independence of the Funds' independent auditors, and
in connection therewith to obtain, at least annually, formal written
reports from the auditors regarding the auditors' independence,
including a delineation of all relationships between the auditors
and the Funds, discuss with the auditors any disclosed relationships
or services that may impact the objectivity and independence of the
auditors, and, if so determined by the Committee, recommend that the
Board take appropriate action to satisfy itself of the independence
of the auditors;

(c) To meet with the Funds' independent auditors, including private
meetings as necessary or appropriate: (i) to review the arrangements
for and scope of the Funds' annual audit and any special audits;
(ii) to discuss any matters of concern relating to the Funds'
financial statements, including any adjustments to such statements
recommended by the auditors, regulatory and tax compliance matters
considered in the preparation of the financial statements, or other
results of said audit(s); (iii) to consider the auditors'

B-1

comments with respect to the Funds' financial policies and
procedures, internal accounting controls and disclosure controls and
procedures, and management's responses thereto; and (iv) to review
any other reports, representations or communications from the
auditors regarding matters within the Committee's scope of
responsibilities under this Charter;

(d) To meet regularly with the Funds' chief financial and accounting
officers, the Funds' Treasurer and the Funds' investment adviser's
internal auditors, in each case to discuss any matters the Committee
or such parties believe necessary or appropriate to raise, and to
review and consider any reports or communications from any such
parties relating to the operations of the Funds;

(e) To review such other matters or information that the Committee
believes may be relevant to the auditors, the audit engagement, or
the Funds' financial policies and procedures, internal accounting
controls or disclosure controls and procedures;

(f) To establish procedures for the receipt, retention and treatment of
complaints that the Funds receive regarding Fund accounting,
internal accounting controls or auditing matters, and for the
confidential, anonymous submissions by Fund officers (and employees,
as applicable) or employees of Fund service providers of concerns
regarding suspected fraud of any type related to the Funds,
including without limitation questionable accounting or auditing
matters;

(g) To approve and/or establish procedures for the prospective approval
of the engagement of the independent auditors to provide: (i) audit
or permissible non-audit services to the Funds, and (ii) non-audit
services to the Funds' investment advisers (or any entity
controlling, controlled by or under common control with a Fund
investment adviser that provides ongoing services to the Funds) that
relate directly to the Funds' operations and financial reporting;

(h) To establish guidelines pursuant to which the independent auditors
are required to keep the Committee apprised of any proposed new
relationships between the independent auditors and the Funds'
investment advisers (and their affiliates); and (i) To report its
activities to the Board on a regular basis and to make such
recommendations with respect to the above and other matters as the
Committee may deem necessary or appropriate.

5. Additional Functions. In addition, with respect to any Fund, the
Committee shall also have such purposes, powers and duties as are
required pursuant to the applicable rules of any exchange on which
shares of such Fund are listed. With respect to Funds listed on the New
York Stock Exchange (the "NYSE"), these shall include:

(a) To oversee the Funds' compliance with applicable legal and
regulatory requirements;

(b) To prepare an audit committee report to be included in a Fund's
annual proxy statement;

(c) To obtain and review, at least annually, a report by the independent
auditors describing (i) the firm's internal quality-control
procedures and (ii) any material issues raised (A) by the most
recent internal quality-control review, or peer review, of the firm,
or (B) by any inquiry or investigation by governmental or
professional authorities, within the preceding five years,
respecting one or more independent audits carried out by the firm,
and any steps taken to deal with any such issues;

(d) To discuss with management and the independent auditors the Funds'
annual financial statements, including any narrative discussion by
management concerning the Funds' financial condition and investment
performance;

(e) To discuss with management the Funds' semi-annual financial
statements, including any narrative discussion by management
concerning the Funds' financial condition and investment
performance;

(f) To discuss any press releases discussing the Funds' investment
performance and/or other financial information about the Funds, as
well as any financial information and earnings guidance provided by
management to analysts or rating agencies (the Committee may
discharge this responsibility by discussing the general types of
information to be disclosed by the Funds and the form of
presentation

B-2

(i.e., a case-by-case review is not required) and need not discuss
in advance each such release of information);

(g) To discuss policies with respect to risk assessment and risk
management;

(h) To meet separately, periodically, with management, with personnel
responsible for the Funds' internal controls and with independent
auditors;

(i) If and to the extent the Funds intend to have employees, to set
clear hiring policies for employees or former employees of the
independent auditors; and

(j) To report on the above matters to the Board on a regular basis.

In addition, the Committee shall, with respect to Funds listed on the NYSE
or the American Stock Exchange, review the form of the opinion the independent
auditors propose to render to the Board and Fund shareholders.

6. Role of Independent Auditors. The Fund's independent auditors are
ultimately accountable to the Committee, and must report directly to the
Committee.

7. Resources and Authority. The Committee shall have the resources and
authority necessary or appropriate for purposes of discharging its
responsibilities under this Charter, including the authority to consult
with counsel and/or to retain, at the Funds' expense, such other experts
or consultants as the Committee deems necessary or appropriate to
fulfill its responsibilities.

8. Periodic Review of Charter and Committee. The Committee shall review
this Charter at least annually and recommend any changes to the Board.
In addition, the performance of the Committee shall be reviewed at least
annually by the Committee.

B-3

APPENDIX C

DWS FUNDS
(NEW YORK BOARD)

NOMINATING/CORPORATE GOVERNANCE
COMMITTEE CHARTER

ADOPTED DECEMBER 2, 2005
REVISED DECEMBER 20, 2006

This document constitutes the Charter of the Nominating/Corporate
Governance Committee (the "Committee") of the Board of Trustees/Directors (the
"Board") of the DWS (New York Board) Funds (the "Funds").

1. Organization. The Committee shall be composed of two or more members of
the Board who are not "interested persons" (as defined in the Investment
Company Act of 1940) of the Funds ("Independent Directors").

2. Meetings. The Committee shall meet on a regular basis as necessary or
appropriate, and is empowered to hold special meetings as circumstances
warrant.

3. Committee Purposes. The primary purposes of the Committee are as
follows:

(a) To recommend to the Board candidates to serve as trustees/directors
of the Funds' Board ("Directors"); and

(b) To oversee and, as appropriate, make recommendations to the Board
regarding other fund governance-related matters, including but not
limited to Board compensation practices, retirement policies, self-
evaluations of effectiveness, review of possible conflicts of
interest and independence issues involving Directors, allocations of
assignments and functions of committees of the Board, and share
ownership policies.

4. Duties and Powers. To carry out the purposes specified in Paragraph 3
above, the Committee shall have the following duties and powers:

(a) To recommend to the Board candidates to serve as Directors;

(b) To recommend to the Board any necessary standards or qualifications
for service as a Director;

(c) To establish procedures for the consideration and evaluation of
candidates submitted by Fund shareholders to serve as Directors;

(d) To review the compensation of the Directors and to recommend any
changes thereto to the Board;

(e) To recommend to the Board policies governing retirement of
Directors;

(f) To manage the process of conducting periodic evaluations of the
effectiveness of the Board;

(g) To review and evaluate possible conflicts of interest involving the
Funds' Directors, including without limitation any relationships
with the Funds' investment adviser and its affiliates, any
relationships with the Funds' independent auditors and any outside
board positions;

(h) To review the allocation of assignments and functions to each of the
Board's committees and to recommend any changes in such assignments
and functions that the Committee deems necessary or appropriate,
including changes to Board's general committee structure;

(i) To coordinate, in consultation with each committee of the Board,
recommendations to the Board of persons to serve as committee chair;

(j) To make recommendations to the Board regarding the designation and
responsibilities of a Board chair and of such other officers of the
Board as the Committee deems necessary or appropriate;

C-1

(k) To implement the Board's policy with respect to Fund share ownership
by Board members, and to recommend any changes thereto to the Board;

(l) To consider such other matters pertinent to the Committee's purposes
as the Committee deems necessary or appropriate; and

(m) To report its activities to the Board on a regular basis and to make
such determinations or recommendations with respect to the above and
other matters as the Committee may deem necessary or appropriate.

5. Resources and Authority. The Committee shall have the resources and
authority necessary or appropriate for purposes of discharging its
responsibilities under this Charter, including the authority to consult
with counsel and/or to retain, at the Funds' expense, such other experts
or consultants as the Committee deems necessary or appropriate to
fulfill its responsibilities.

6. Periodic Review of Charter. The Committee shall review this Charter at
least annually and recommend any changes to the Board.

C-2

TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE
--------------------------------------------------------------------------------

DWS RREEF REAL ESTATE FUND, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

ANNUAL MEETING OF STOCKHOLDERS - JUNE 7, 2007

PROXY

The undersigned hereby appoints Patricia DeFilippis, Caroline Pearson and John
Millette, and each of them, as proxies of the undersigned, with the full power
of substitution to each of them, to vote all shares of DWS RREEF Real Estate
Fund, Inc. which the undersigned is entitled to vote at the Annual Meeting of
Stockholders of DWS RREEF Real Estate Fund, Inc. to be held at the offices of
Deutsche Investment Management Americas Inc., 27th Floor, 345 Park Avenue, New
York, New York 10154, on Thursday, June 7, 2007 at 1:00 p.m., Eastern time, and
at any adjournments or postponements thereof.

(CONTINUED, AND TO BE SIGNED, ON THE REVERSE SIDE.)

SEE REVERSE SIDE

DWS RREEF REAL ESTATE FUND, INC. OFFERS STOCKHOLDERS OF RECORD
THREE WAYS TO VOTE YOUR PROXY

YOUR TELEPHONE OR INTERNET VOTE AUTHORIZES THE NAMED PROXIES TO VOTE YOUR SHARES
IN THE SAME MANNER AS IF YOU HAD RETURNED YOUR PROXY CARD. WE ENCOURAGE YOU TO
USE THESE COST EFFECTIVE AND CONVENIENT WAYS OF VOTING, 24 HOURS A DAY, 7 DAYS A
WEEK.

TELEPHONE VOTING INTERNET VOTING VOTING BY MAIL

This method of voting is Visit the Internet voting Web site Simply sign and date your
available for residents of the at HTTP://PROXY.GEORGESON.COM. proxy card and return it in
U.S. and Canada. On a touch Have this proxy card ready and the postage-paid envelope
tone telephone, call TOLL FREE follow the instructions on your to Georgeson Shareholder
1-800-786-9313, 24 hours a day, screen. You will incur only your Communications, Wall Street
7 days a week. Have this proxy usual Internet charges. Available Station, P.O. Box 1100, New
card ready, then follow the 24 hours a day, 7 days a week York, NY 10269-0646. If you
prerecorded instructions. Your until 5:00 p.m. Eastern Daylight are voting by telephone or the
vote will be confirmed and cast Time on June 6, 2007. Internet, please do not mail
as you have directed. Available your proxy card.
24 hours a day, 7 days a week
until 5:00 p.m. Eastern Daylight
Time on June 6, 2007.

TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE

[ ] PLEASE MARK YOUR VOTES AS
INDICATED IN THIS EXAMPLE.

UNLESS OTHERWISE SPECIFIED IN THE SQUARES PROVIDED, THE UNDERSIGNED'S
VOTE WILL BE CAST FOR THE ITEMS LISTED BELOW.

PROPOSAL 1: THE ELECTION OF FOUR CLASS I DIRECTORS: FOR all the nominees WITHHOLD
listed at left EXCEPT AUTHORITY to vote
AS MARKED TO THE for all the nominees
NOMINEES: HENRY P. BECTON, JR., DAWN-MARIE DRISCOLL, CONTRARY BELOW) listed at left
KEITH R. FOX AND MARTIN J. GRUBER [ ] [ ]

(Instruction: To withhold authority to vote for any
individual nominee, write that nominee's name on the
space provided below).

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

WITHHOLD
AUTHORITY to vote
FOR the nominee for the nominee
PROPOSAL 2: THE ELECTION OF ONE CLASS II DIRECTOR: listed at left listed at left

NOMINEE: AXEL SCHWARZER [ ] [ ]

The Proxies are authorized to vote in their discretion on any other business
which may properly come before the Annual Meeting and any adjournments thereof.
Receipt of the Notice of Annual Meeting and the Proxy Statement, dated May 7,
2007, is hereby acknowledged.

Date , 2007

--------------------------------------------------------------------------------
(Signature of Stockholder)

--------------------------------------------------------------------------------
(Signature of joint owner, if any)

Please sign exactly as your name or names appear on this proxy card. Joint
owners should EACH sign. When signing as attorney, executor, administrator,
trustee or guardian, please give your full title as such.

PLEASE SIGN AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS
REQUIRED.

TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE
--------------------------------------------------------------------------------

DWS RREEF REAL ESTATE FUND II, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

ANNUAL MEETING OF STOCKHOLDERS - JUNE 7, 2007

PROXY

The undersigned hereby appoints Patricia DeFilippis, Caroline Pearson and John
Millette, and each of them, as proxies of the undersigned, with the full power
of substitution to each of them, to vote all shares of DWS RREEF Real Estate
Fund II, Inc. which the undersigned is entitled to vote at the Annual Meeting of
Stockholders of DWS RREEF Real Estate Fund II, Inc. to be held at the offices of
Deutsche Investment Management Americas Inc., 27th Floor, 345 Park Avenue, New
York, New York 10154, on Thursday, June 7, 2007 at 1:15 p.m., Eastern time, and
at any adjournments or postponements thereof.

(CONTINUED, AND TO BE SIGNED, ON THE REVERSE SIDE.)

SEE REVERSE SIDE

DWS RREEF REAL ESTATE FUND II, INC. OFFERS STOCKHOLDERS OF RECORD
THREE WAYS TO VOTE YOUR PROXY

TELEPHONE VOTING INTERNET VOTING VOTING BY MAIL

This method of voting is Visit the Internet voting Web site Simply sign and date your
available for residents of the at HTTP://PROXY.GEORGESON.COM. proxy card and return it in
U.S. and Canada. On a touch Have this proxy card ready and the postage-paid envelope
tone telephone, call TOLL FREE follow the instructions on your to Georgeson Shareholder
1-800-858-0073, 24 hours a day, screen. You will incur only your Communications, Wall Street
7 days a week. Have this proxy usual Internet charges. Available Station, P.O. Box 1100, New
card ready, then follow the 24 hours a day, 7 days a week York, NY 10269-0646. If you
prerecorded instructions. Your until 5:00 p.m. Eastern Daylight are voting by telephone or the
vote will be confirmed and cast Time on June 6, 2007. Internet, please do not mail
as you have directed. Available your proxy card.
24 hours a day, 7 days a week
until 5:00 p.m. Eastern Daylight
Time on June 6, 2007.

TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE

[ ] PLEASE MARK YOUR VOTES AS
INDICATED IN THIS EXAMPLE.

UNLESS OTHERWISE SPECIFIED IN THE SQUARES PROVIDED, THE UNDERSIGNED'S
VOTE WILL BE CAST FOR THE ITEMS LISTED BELOW.

PROPOSAL 1: THE ELECTION OF FOUR CLASS I DIRECTORS: FOR all the nominees WITHHOLD
listed at left (EXCEPT AUTHORITY to vote
AS MARKED TO THE for all the nominees
NOMINEES: HENRY P. BECTON, JR., DAWN-MARIE DRISCOLL, CONTRARY BELOW) listed at left
KEITH R. FOX AND MARTIN J. GRUBER [ ] [ ]

(Instruction: To withhold authority to vote for any
individual nominee, write that nominee's name on the
space provided below).

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

WITHHOLD
AUTHORITY to vote
FOR the nominee for the nominee
PROPOSAL 2: THE ELECTION OF ONE CLASS II DIRECTOR: listed at left listed at left

NOMINEE: AXEL SCHWARZER [ ] [ ]

Date , 2007

--------------------------------------------------------------------------------
(Signature of Stockholder)

--------------------------------------------------------------------------------
(Signature of joint owner, if any)

PLEASE SIGN AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS
REQUIRED.