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.     )

Filed by the Registrant þ

Filed by a Party other than the Registrant o

Check the appropriate box:

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

DWS RREEF Real Estate Fund, Inc.
DWS RREEF Real Estate Fund II, Inc.
DWS RREEF World Real Estate & Tactical Strategies Fund, Inc.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

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	(1)		Title of each class of securities to which transaction applies:
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o		Fee paid previously with preliminary materials.
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	(4)		Date Filed:

345 Park Avenue
New York, New York 10154
(800) 349-4281

 

May 28, 2008

 

DWS RREEF Real Estate Fund, Inc.
DWS RREEF Real Estate Fund II, Inc.
DWS RREEF World Real Estate & Tactical Strategies Fund, Inc.

 

To the Stockholders:

 

The Joint Annual Meeting of Stockholders of DWS RREEF Real Estate Fund, Inc., DWS RREEF Real Estate Fund II, Inc. and DWS RREEF World Real Estate & Tactical Strategies Fund, Inc. (each, a “Fund” and collectively, the “Funds”) is to be held at 1:00 p.m., Eastern time, on Wednesday, July 2, 2008 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 Meeting, a proxy card for each Fund in which you hold shares for your vote at the Annual Meeting 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(s).

 

At the Annual Meeting, 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,

 

John W. Ballantine
Henry P. Becton, Jr.
Dawn-Marie Driscoll
Keith R. Fox
Paul K. Freeman
Kenneth C. Froewiss
Richard J. Herring
William McClayton
Rebecca W. Rimel
Axel Schwarzer
William N. Searcy, Jr.
Jean Gleason Stromberg
Robert H. Wadsworth

 

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(S) (UNLESS AUTHORIZING THEIR PROXIES BY TOUCH-TONE TELEPHONE OR THROUGH THE INTERNET) AND MAIL IT OR THEM 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.
DWS RREEF WORLD REAL ESTATE & TACTICAL STRATEGIES FUND, INC.

 

 

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

 

 

Please take notice that the Joint Annual Meeting of Stockholders of DWS RREEF Real Estate Fund, Inc., a Maryland corporation (“RREEF I”), DWS RREEF Real Estate Fund II, Inc., a Maryland corporation (“RREEF II”) and DWS RREEF World Real Estate & Tactical Strategies Fund, Inc., a Maryland corporation (“RREEF World”) (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 Wednesday, July 2, 2008 at 1:00 p.m., Eastern time, for the following purposes:

 

MATTERS TO BE VOTED ON BY ALL STOCKHOLDERS OF EACH FUND, AS APPLICABLE:

 

 

 

MATTERS TO BE VOTED ON BY HOLDERS OF PREFERRED STOCK OF RREEF I AND RREEF II ONLY:

 

 

The appointed proxies will vote in their discretion on any other business as may properly come before the Annual Meeting or any postponements or adjournments thereof. Holders of record of shares of a Fund at the close of business on May 21, 2008 are entitled to vote at the Annual Meeting of their Fund and any postponements or adjournments thereof.

 

By order of the Boards of Directors,

 

 

John Millette,

Secretary

 

May 28, 2008

 

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.
DWS RREEF World Real Estate & Tactical Strategies Fund, 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”), DWS RREEF Real Estate Fund II, Inc., a Maryland corporation (“RREEF II”) and DWS RREEF World Real Estate & Tactical Strategies Fund, Inc., a Maryland corporation (“RREEF World”), (each, a “Fund” and collectively, the “Funds”) for use at the Joint Annual Meeting of Stockholders of the Funds, 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 Wednesday, July 2, 2008 at 1:00 p.m., Eastern time, and at any postponements or adjournments thereof (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 28, 2008, 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 of the applicable Fund at One Beacon Street, Boston, Massachusetts 02108) 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 of a Fund 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. A quorum of a class of a Fund’s shares is constituted by 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 by such class. 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 May 21, 2008 (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:

 

 

For RREEF II:

 

 

For RREEF World:

 

 

For RREEF I and RREEF II, at the Meeting, common stockholders of each Fund will have equal voting rights (i.e., one vote per share) with each Fund’s preferred stockholders as to matters on which they are entitled to vote. The preferred stockholders of each of RREEF I and RREEF II will vote together with common stockholders of the applicable Fund as a single

class on Proposals I and II. Only the preferred stockholders of each of RREEF I and RREEF II, voting in each case as a separate class, will vote on Proposal IV.

 

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, 2007 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.

 

This joint Proxy Statement is being used in order to reduce the preparation, printing, handling and postage expenses that would result from the use of a separate proxy statement for each Fund. The Meeting is scheduled as a joint meeting of the respective stockholders of each Fund because the stockholders of the Funds are expected to consider and vote on similar (but not identical) proposals, i.e., each Fund is electing Directors. In the event that any stockholder of a Fund present at the Meeting objects to the holding of a joint meeting and moves for adjournment of such Fund’s meeting to immediately after the Meeting, so that such Fund’s meeting may be held separately, the persons named as proxies will vote in favor of such adjournment. Stockholders of each Fund will vote separately on the proposal or proposals relating to their respective Fund. Thus, if a proposal is approved by stockholders of one or more Funds and the same or a similar proposal is not approved by stockholders of one or more other Funds, the proposal will be implemented for the Fund or Funds that approved the proposal and will not be implemented for any Fund that did not approve the proposal. Separate proxy cards are enclosed for each Fund in which a stockholder is a record owner of shares. It is therefore essential that stockholders complete, date and sign EACH enclosed proxy card. Stockholders of each Fund are entitled to vote on the proposals pertaining to that Fund.

 

PROPOSALS I, II, III and IV: ELECTION OF DIRECTORS

 

Prior to April 1, 2008, substantially all DWS open-end funds and most DWS closed-end funds were overseen by one of two boards of directors (the “Boards”). Each Board, including the Board that has historically overseen the Funds (the “New York Board”), determined that the formation of a single consolidated Board overseeing the DWS funds is in the best interests of the funds and their shareholders. In this connection, each Board approved and implemented a plan to consolidate the New York Board with the other primary DWS fund board (the “Chicago Board”). (The geographic references in the preceding sentences merely indicate where each Board historically held most of its meetings.)

The consolidation of the two Boards took effect on April 1, 2008. To accomplish the consolidation: (i) effective April 1, 2008, the New York Board elected four individuals (John W. Ballantine, Paul K. Freeman, William McClayton and Robert H. Wadsworth) who had served on the Chicago Board to serve on the Board of each DWS fund (except RREEF I and RREEF II) overseen by the New York Board; (ii) effective April 1, 2008 (May 20, 2008 in the case of each of the six closed-end funds overseen by the Chicago Board), shareholders of each DWS fund overseen by the Chicago Board elected eight members of the New York Board (Henry P. Becton, Jr., Dawn-Marie Driscoll, Keith R. Fox, Kenneth C. Froewiss, Richard J. Herring, Rebecca W. Rimel, William N. Searcy, Jr. and Jean Gleason Stromberg); and (iii) effective April 1, 2008, three members of the New York Board (Martin J. Gruber, Graham E. Jones and Carl W. Vogt) resigned from the Board of each fund overseen by the New York Board. In the case of RREEF I and RREEF II, Messrs. Ballantine, McClayton and Wadsworth were elected as Directors effective April 1, 2008. At the Meeting, it is proposed that shareholders of RREEF I and RREEF II elect Mr. Freeman as a Director.

 

As a result of the changes discussed above, if shareholders of each Fund elect the proposed slate of nominees set forth below, the four Chicago Board members and eight New York Board members named above (each of whom is an Independent Director), together with Axel Schwarzer, CEO of DWS Scudder, will constitute the Board of substantially all DWS funds (133 funds), including each of the Funds.

 

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, as applicable, preferred stock of each Fund, to vote all proxies “FOR” the election of (i) the three nominees indicated in Proposal I and listed in “Information Concerning Nominees” as Class II Directors of RREEF I and RREEF II, (ii) the nominee indicated in Proposal II and listed in “Information Concerning Nominees” as a Class I Director of RREEF I and RREEF II, (iii) the five nominees indicated in Proposal III and listed in “Information Concerning Nominees” as Class I Directors of RREEF World, and (iv) the nominee indicated in Proposal IV and listed in “Information Concerning Nominees” as a Class II Director of RREEF I and RREEF II. If elected, Ms. Driscoll, Ms. Stromberg and Messrs. Ballantine, Becton, Fox, Herring, Schwarzer and Wadsworth 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. Mr. Freeman will serve for an initial term of two years as a Director of RREEF I and RREEF II and for a term of three years as a Director of RREEF World and, in each case, 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.

 

 

Information Concerning Nominees

 

The following table sets forth certain information concerning each of the nominees for Director of each Fund. Each of Ms. Driscoll, Ms. Stromberg and Messrs. Ballantine, Becton, Fox, Herring, Schwarzer and Wadsworth is now a Director of each Fund and of other DWS funds managed by the Investment Manager. Mr. Freeman is now a Director of RREEF World and 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.

 

Independent Directors/Nominees*

 

Interested Director/Nominee**

 

 

 

 

Information Concerning Continuing Directors

 

The Board of Directors for each Fund is divided into three classes. For RREEF I and RREEF II, the terms of Classes I and III Directors do not expire this year. For RREEF World, the terms of Classes II and III Directors do not expire this year. The following table sets forth certain information regarding the continuing Directors who are not nominated for election to any of the Funds. 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.

 

Independent Directors*

 

 

 

As reported to the Funds, Exhibit A to this Proxy Statement sets forth dollar range of securities beneficially owned and the amount of shares beneficially owned by the Board Members and Nominees in each Fund as of May 21, 2008.

 

Under the Board Governance Policies, the consolidated Board has established the expectation that within three years of becoming a Board Member, a Board Member will have invested in the aggregate at least $200,000 in the DWS funds.

 

Required Vote

 

The election of a Class II Director under Proposal I or a Class I 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 election of a Class I Director under Proposal III requires the affirmative vote of the holders of a majority of the Fund’s shares of common stock outstanding and entitled to vote thereon. The election of a Class II Director under Proposal IV requires the affirmative vote of the holders of a majority of the Fund’s shares of preferred stock outstanding and entitled to vote thereon. 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, 2007 were timely.

 

As of the Record Date, four Directors of the Funds, Mr. Becton, Ms. Driscoll, Mr. Froewiss and Dr. Herring, owned, respectively, 900, 200, 500 and 900 shares of common stock of RREEF I, four Directors of the Funds, Mr. Becton, Ms. Driscoll, Mr. Froewiss and Dr. Herring, owned, respectively, 900, 300, 500, and 2,250 shares of common stock of RREEF II, and one Director of the Funds, Ms. Driscoll, owned 250 shares of common stock of RREEF World, 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.

 

 

Board Meetings — Committees of the Boards of Directors

 

The Board of Directors of each of RREEF I and RREEF II met seven times during the fiscal year ended December 31, 2007. The Board of Directors of RREEF World, which commenced operations on June 29, 2007, met six times during the fiscal year ended December 31, 2007. 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 April 1, 2008, each Board of Directors has an Audit Committee, Nominating and Governance Committee, Contract Committee, Equity Oversight Committee, Marketing and Shareholder Services Committee and Operations Committee (which includes a Valuation Sub-Committee). The Boards also have a Fixed Income and Quant Oversight Committee which has no responsibility with respect to these Funds. While the Boards do not have a compensation committee, the Nominating and Governance Committee reviews compensation matters. The responsibilities of each Committee are described below.

 

Audit Committee:  The Audit Committee, which consists entirely of Independent Board Members, assists the Board in fulfilling its responsibility for oversight of (1) the integrity of the financial statements, (2) the Funds’ accounting and financial reporting policies and procedures, (3) the Funds’ compliance with legal and regulatory requirements related to accounting and financial reporting and (4) the qualifications, independence and performance of the independent registered public accounting

firm for the Funds. It also approves and recommends to the Board the appointment, retention or termination of the independent registered public accounting firm for the Funds, reviews the scope of audit and internal controls, considers and reports to the Board on matters relating to the Funds’ accounting and financial reporting practices, and performs such other tasks as the full Board deems 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 William McClayton (Chair), Kenneth C. Froewiss (Vice Chair), John W. Ballantine, Henry P. Becton, Jr., Keith R. Fox and William N. Searcy, Jr. During the calendar year 2007, each of RREEF I and RREEF II’s Audit Committee held eight meetings and RREEF World’s Audit Committee held four meetings. A copy of each Fund’s Audit Committee Charter is attached as Exhibit B.

 

Each Board selected PricewaterhouseCoopers LLP (“PwC”) to act as independent registered public accounting firm for each Fund for the fiscal year ended December 31, 2006 (except RREEF World) and the fiscal year ended December 31, 2007. Each Fund’s financial statements for the fiscal year ended December 31, 2007 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:

 

 

 

 

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, for RREEF I and RREEF II, 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”).

 

 

 

 

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 have been given the opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

 

Audit Committee Reports for DWS RREEF Real Estate Fund, Inc., DWS RREEF Real Estate Fund II, Inc. and DWS RREEF World Real Estate & Tactical Strategies Fund, Inc.

 

The Audit Committee of each of RREEF I, RREEF II and RREEF World 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, 2007 included in each Fund’s Annual Report (the “Annual Report”), at a meeting held on February 21, 2008, 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. For the period covered by this report, the Audit Committee of each Fund was comprised of: Keith R. Fox, Kenneth C. Froewiss, Richard J. Herring, Graham Jones, William N. Searcy, Jr. and Jean Gleason Stromberg.

 

Nominating and Governance Committee: The Nominating and Governance Committee, which consists entirely of Independent Board Members, recommends individuals for membership on the Board, nominates officers, board and committee chairs, vice chairs and committee members, and oversees the operations of the Board. The Nominating and Governance Committee also reviews recommendations by shareholders for candidates for Board positions. Shareholders may recommend candidates for Board positions by forwarding their correspondence by US mail or courier service to Dawn-Marie Driscoll, P.O. Box 100176, Cape Coral, FL 33904. The members of the Nominating and Governance Committee are Henry P. Becton, Jr. (Chair), Rebecca W. Rimel (Vice Chair), Paul K. Freeman (for RREEF World; to be appointed to committee for RREEF I and RREEF II if elected to the Board of each) and William McClayton. During the calendar year 2007, the Nominating/Corporate Governance Committee of the Funds’ Board performed similar functions and held three meetings for each of RREEF I and RREEF II and two meetings for

RREEF World. A copy of each Fund’s Nominating and Governance Committee Charter is attached as Exhibit C.

 

Contract Committee: The Contract Committee, which consists entirely of Independent Board Members, reviews at least annually, (a) the Funds’ financial arrangements with DIMA and its affiliates, and (b) the Funds’ expense ratios. The members of the Contract Committee are Robert H. Wadsworth (Chair), Keith R. Fox (Vice Chair), Henry P. Becton, Jr., Richard J. Herring, William McClayton and Jean Gleason Stromberg. The Contract Committee was formed as of April 1, 2008.

 

Equity Oversight Committee: The Equity Oversight Committee reviews the investment operations of those Funds that primarily invest in equity securities (except for those funds managed by a quantitative investment team). The members of the Equity Oversight Committee are John W. Ballantine (Chair), William McClayton (Vice Chair), Henry P. Becton, Jr., Keith R. Fox, Richard J. Herring and Rebecca W. Rimel. During the calendar year 2007, the Equity Oversight Committee of the Funds’ Board performed similar functions and held six meetings for each of RREEF I and RREEF II and three meetings for RREEF World.

 

Marketing and Shareholder Services Committee: The Marketing and Shareholder Services Committee reviews the Funds’ marketing program, sales practices and literature and shareholder services. The members of the Marketing and Shareholder Services Committee are Richard J. Herring (Chair), Dawn-Marie Driscoll (Vice Chair), Paul K. Freeman (for RREEF World; to be appointed to committee for RREEF I and RREEF II if elected to the Board of each), Rebecca W. Rimel, Jean Gleason Stromberg and Robert H. Wadsworth. During the calendar year 2007, the Marketing/Distribution/Shareholder Service Committee of the Funds’ Board performed similar functions and held seven meetings for each of RREEF I and RREEF II and three meetings for RREEF World.

 

The Operations Committee: The Operations Committee reviews the administrative operations, legal affairs and general compliance matters of the Funds. The Operations Committee reviews administrative matters related to the operations of the Funds, policies and procedures relating to portfolio transactions, custody arrangements, fidelity bond and insurance arrangements, valuation of Fund assets and securities and such other tasks as the full Board deems necessary or appropriate. The Operations Committee also oversees the valuation of the Funds’ securities and other assets and determines, as needed, the fair value of Fund securities or other assets under certain circumstances as described in the Funds’ Valuation Procedures. The Operations Committee has appointed a Valuation Sub-Committee, which may make determinations of fair value required when the Operations Committee is not in session. The members of the Operations Committee are Paul K. Freeman (Chair) (for RREEF World; to be appointed to committee for RREEF I and RREEF II if elected to each

Board), Dawn-Marie Driscoll (Vice Chair), John W. Ballantine, Kenneth C. Froewiss, Rebecca W. Rimel and William N. Searcy, Jr. The members of the Valuation Sub-Committee are Kenneth C. Froewiss (Chair), John W. Ballantine, Dawn-Marie Driscoll (Alternate), Paul K. Freeman (Alternate) (for RREEF World; to be appointed to committee for RREEF I and RREEF II if elected to each Board), Rebecca W. Rimel (Alternate) and William N. Searcy, Jr. (Alternate). During the calendar year 2007, the Expenses/Operations Committee and Valuation Committee performed similar functions. The Expenses/Operations Committee held nine meetings for each of RREEF I and RREEF II and five meetings for RREEF World, and the Valuation Committee held ten meetings for each of RREEF I and RREEF II and three meetings for RREEF World.

 

Ad Hoc Committees. In addition to the standing committees described above, from time to time the Board may also form ad hoc committees to consider specific issues.

 

Officers of the Funds

 

The following persons are officers of the Funds:

 

 

 

 

Compensation of Directors and Certain Officers

 

Each Independent Director receives compensation from the Funds for his or her services, which includes an annual retainer and an attendance fee for each meeting attended. No additional compensation is paid to any Independent Director for travel time to meetings, attendance at directors’ educational seminars or conferences, service on industry or association committees, participation as speakers at directors’ conferences or service on special fund industry director task forces or subcommittees. Independent Directors do not receive any employee benefits such as pension or retirement benefits or health insurance from the Funds or any fund in the DWS fund complex.

 

Board Members who are officers, directors, employees or stockholders of Deutsche Asset Management or its affiliates receive no direct compensation from the Funds, although they are compensated as employees of Deutsche Asset Management, or its affiliates, and as a result may be deemed to participate in fees paid by the Funds. The following tables show compensation from the Funds and aggregate compensation from all of the funds in the DWS fund complex received by each Independent Director or Nominee during the calendar year 2007. Mr. Schwarzer is an interested

person of the Funds and received no compensation from the Funds or any fund in the DWS fund complex during the relevant periods.

 

 

 

 

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, 2007, 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

 

 

(* 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.

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 July 2, 2008, 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 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., One Beacon Street, Boston, Massachusetts, 02108. For RREEF I and RREEF II, each Fund’s by-laws provide that, to be considered timely, such written notice must be delivered 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. For RREEF World, the Fund’s by-laws provide that, to be considered timely, such written notice must be delivered not less than 120 nor more than 150 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 2009 Annual Meeting of RREEF I or RREEF II must be received by the Secretary of the applicable Fund on or after January 28, 2009, and prior to February 27, 2009, while a stockholder nomination or proposal intended to be considered at the 2009 Annual Meeting of RREEF World must be received by the Secretary of the Fund on or after December 29, 2008, and prior to January 28, 2009. However, under the rules of the SEC, if a stockholder wishes to submit a proposal for possible inclusion in the applicable Fund’s 2009 proxy statement pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, the applicable Fund must receive it on or before January 28, 2009. 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,

 

 

John Millette,

Secretary

 

One Beacon Street
Boston, Massachusetts 02108
May 28, 2008

APPENDIX

 

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.

 

 

EXHIBIT A

 

NOMINEE/DIRECTOR SHARE OWNERSHIP

 

As of May 21, 2008, the Directors/Nominees and the officers of each Fund as a whole owned less than 1% of the outstanding shares of each Fund.

 

The following tables show the dollar range of equity securities beneficially owned and the number of shares beneficially owned by each Director or Nominee in each Fund as of May 21, 2008.

 

Each Director or Nominee owns more than $100,000 of shares on an aggregate basis in all DWS funds overseen by the Director or Nominee as of May 21, 2008.

 

Dollar Range of Equity Securities Held:

 

Number of Shares Beneficially Owned:

 

 

 

EXHIBIT B

 

DWS FUNDS

 

AUDIT COMMITTEE CHARTER
(EFFECTIVE APRIL 1, 2008)

 

 

The Audit Committee is a committee of the Board of Trustees/Directors (the “Board”) of the DWS Funds. Its primary function is to assist the Board¹ in fulfilling certain of its responsibilities. This Charter sets forth the responsibilities and powers of the Audit Committee. Except to the extent that certain powers of the Board are specifically delegated to the Audit Committee herein, it shall make such recommendations to the Board as it deems appropriate with respect to the matters set forth herein.

 

The Audit Committee serves as an independent and objective party to monitor the Funds’ accounting policies, financial reporting and internal control system, as well as the work of the independent auditors. The Audit Committee assists Board oversight of (1) the integrity of the Funds’ financial statements; (2) the Funds’ accounting and financial reporting policies and procedures, (3) the Funds’ compliance with legal and regulatory requirements related to accounting and financial reporting;² (4) the independent auditors’ qualifications and independence; and (5) the performance of the Funds’ independent auditors. The Audit Committee also serves to provide an open avenue of communication among the independent auditors, the Adviser’s internal audit department, Fund management, and the Board.³

 

Although the Audit Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Audit Committee to establish accounting systems, to plan or conduct audits or to determine that the Funds’ financial statements are complete and accurate and have been prepared in accordance with generally accepted accounting principles.

 

 

¹  To the extent the Fund is organized as a Massachusetts business trust, any references to “directors” or “board members” shall be deemed to mean “trustees.”

²  The Board has delegated to other committees oversight of various legal and regulatory requirements. The Audit Committee’s function is limited to the activities set out in Section IV.

³  If the Fund is listed on the New York Stock Exchange, the Corporate Governance Standards require the Audit Committee’s charter to address, as one of the Committee’s purposes, that it assist Board oversight of “the performance of the company’s internal audit function.” Since the Fund has no internal audit function, this has not been included as one of the purposes of the Committee, although the Committee does serve to provide an open avenue of communication with the Adviser’s internal audit department, and reviews the scope, resources and findings and recommendations of the Adviser’s internal audit department as set forth in Section IV.B.2.

Accordingly, the responsibilities and powers of the Audit Committee shall be limited by recognition of the following general principles:

 

 

 

The Audit Committee shall be composed of three or more board members as determined by the Board, each of whom shall be an independent board member. For purposes of the Audit Committee, a board member is independent if:

 

 

Each member of the Audit Committee shall be financially literate, as such qualification is interpreted by the Board in its business judgment (or must become financially literate within a reasonable time after his or her appointment to the Audit Committee). The Audit Committee will review the qualifications of its members and consider whether any of its members qualify as an “audit committee financial expert” ⁴ as defined in Form N-CSR.⁵ The Audit Committee will submit its recommendations in this regard to the Board for its final determination.

 

No member of the Audit Committee shall serve on the audit committee of three or more public companies (excluding the Funds), unless the Board

 

 

⁴  An “audit committee financial expert” of a company is defined as a person who has all of the following attributes: (1) an understanding of generally accepted accounting principles (“GAAP”) and financial statements; (2) the ability to assess the general application of GAAP in connection with the accounting for estimates, accruals and reserves; (3) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the company’s financial statements, or experience actively supervising one or more persons engaged in such activities; (4) an understanding of internal controls and procedures for financial reporting; and (5) an understanding of audit committee functions. An audit committee financial expert must have acquired such attributes through any one or more of the following: (1) education and experience as a principal financial officer, principal accounting officer, controller, public accountant or auditor or experience in one or more positions that involve the performance of similar functions (or active supervision of such persons); or (2) experience overseeing or assessing the performance of companies or public accountants with respect to the preparation, auditing or evaluation of financial statements; or (3) other relevant experience.

⁵  If the Fund is listed on the New York Stock Exchange, at least one member of the Audit Committee must have accounting or related financial management expertise, as the Board interprets such qualification in its business judgment.

determines that such simultaneous service would not impair the ability of the Audit Committee member to serve effectively on the Audit Committee.

 

III.  MEETINGS

 

The Audit Committee shall meet on a regular basis as it deems necessary or appropriate, and may hold special meetings as circumstances warrant.

 

As part of its job to foster open communication, the Audit Committee shall meet annually with senior Fund management responsible for accounting and financial reporting, the independent auditors, and representatives of the Adviser’s internal audit department in separate executive sessions to discuss any matters that the Audit Committee, or any of such other persons, believes should be discussed privately.

 

 

To fulfill its responsibilities and duties the Audit Committee shall:

 

A. Charter

 

Review this Charter annually and recommend changes, if any, to the Board.

 

B. Internal Controls

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

⁶  “Control affiliate” means any entity controlling, controlled by, or under common control with the Adviser.

and the Audit Committee approves them (which may be by delegation) prior to the completion of the audit.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

⁷  “Investment company complex” includes: (1) an investment company and its investment adviser or sponsor; (2) any entity controlled by or controlling an investment adviser or sponsor in (1) above, or any entity under common control with any investment adviser or sponsor in (1) above if the entity: (A) is an investment adviser or sponsor or (B) is engaged in the business of providing administrative, custodian, underwriter, or transfer agent services to any investment company, investment adviser, or sponsor; and (3) an investment company or entity that would be an investment company but for the exclusions provided by Section 3(c) of the 1940 Act that has an investment adviser or sponsor included in (1) and (2) above. Investment adviser does not include a subadviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser. Sponsor is an entity that establishes a unit investment trust.

⁸  “Disclosure controls and procedures” means controls and other procedures of a registered management investment company that are designed to ensure that information required to be disclosed by the investment company on Form N-CSR and Form N-Q is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an investment company in the reports that it files or submits on Form N-CSR and Form N-Q is accumulated and communicated to the investment company’s management, including its principal executive officer or officers and principal financial officer or officers, or person performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

⁹  “Internal control over financial reporting” is a process designed by, or under the supervision of, the Funds’ principal executive and principal financial officers, or persons performing similar functions, and effected by the Funds’ Board, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that: 1 . Per tai n to th em ain ten anc e of rec ord s tha ti n rea son abl ed eta il ac cur ate ly and f air ly ref lec t th e tra nsac tio ns an d disp osi tio ns of th e ass ets of t he Fu nd; 2 . Pro vi de rea so nab le as sur an ce tha t t ran sa cti on s a re rec or ded as ne ce ssa ry to pe rmi t pr epa rat ion o f fi nan cia l sta tem ent s in acco rda nce wit h GAA P, a nd t hat r ece ipt s an d exp end itu res of th e Fu nd ar eb ein g mad eo nly i n acc orda nce w ith au tho riz ati on of ma nag eme nt an dd ire cto rs of th e Fun d; and 3 . P rov ide rea son ab le a ssu ran ce reg ard ing pr eve nti on or tim ely det ect io n of un aut hor ize d ac qui sit ion , use or di spo sit ion of th e Fu nds ' ass ets that cou ld ha ve a mat eria l ef fec t on t he fi nan cia l st ate men ts.

 

 

 

Review with the independent auditors and Fund management significant changes or improvements in accounting and auditing processes that have been implemented.

 

 

 

 

 

 

 

 

¹⁰  The Board has delegated to other committees oversight related to investment risks.

¹¹  Item 306 of Regulation S-K requires each proxy statement relating to a shareholder meeting at which directors are to be elected to include a report, followed by the name of each Audit Committee member, stating whether: (1) the Committee has reviewed and discussed the audited financial statements with management, (2) the Committee has discussed with the independent auditors the matters required to be discussed by SAS 61, (3) the Committee has received the written disclosures and the letter from the independent auditors required by Independence Standards Board Standard No. 1, and has discussed with the independent auditors their independence, and (4) based on the review and discussions referred to in paragraphs (1) through (3), the Audit Committee recommended to the Board that the audited financial statements be included in the Funds’ annual report to shareholders required by Section 30(e) of the Investment Company Act of 1940 and Rule 30d-1 thereunder.

advise the Audit Committee, at the expense of the Fund, if, in the Committee’s judgment, that is appropriate.

 

 

 

Except as otherwise specifically provided herein, the Audit Committee shall review the matters recited in this Charter at such times and with such frequency as it deems necessary or appropriate, or as the Board may otherwise direct.

 

 

The Audit Committee shall receive appropriate funding, as determined by the Audit Committee, for payment of (i) compensation to the independent auditors for approved audit or non-audit services for the Fund; (ii) compensation to any legal, accounting or other experts or consultants retained by the Audit Committee pursuant to Section IV.G.3 above and (iii) ordinary administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties.

EXHIBIT C

 

DWS FUNDS

 

NOMINATING AND GOVERNANCE COMMITTEE CHARTER
(EFFECTIVE APRIL 1, 2008)

 

 

The Nominating and Governance Committee (the “Committee”) is a committee of the Board of Trustees/Directors (the “Board”) of the DWS Funds. Its primary function is to recommend individuals for membership on the Board, to nominate officers, board and committee chairs and committee members and to oversee the operations of the Board. The Committee shall make such recommendations to the Board as it deems appropriate with respect to the matters set forth herein.

 

 

The Committee shall be composed of three or more board members¹ as determined by the Board, each of whom shall be an independent board member. For purposes of the Nominating and Governance Committee, a board member is independent if he or she is not an “interested person” of the Fund as that term is defined in the Investment Company Act of 1940.

 

III.  MEETINGS

 

The Committee shall meet on a regular basis as it deems necessary or appropriate and may hold special meetings as circumstances warrant.

 

 

To fulfill its responsibilities and duties the Committee shall:

 

 

 

 

¹  To the extent the Fund is organized as a Massachusetts business trust, any references to “directors” or “board members” shall be deemed to mean “trustees.”

 

 

 

 

 

Recommend individuals for election as officers of the Funds.

 

 

 

 

 

 

Review matters related to the engagement of counsel for the Funds and counsel for the independent board members.

 

 

Except as otherwise specifically provided herein, the Committee shall review the matters recited in this Charter at such times and with such frequency as it deems necessary or appropriate, or as the Board may otherwise direct.