**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**SCHEDULE 14A**

 

**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 | [ X ] |
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| Filed by a Party other than the Registrant | [ | ] |
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Check the appropriate box:

| [ ] | Preliminary Proxy Statement |
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| [ ] | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| [ ] | Definitive Proxy Statement |
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| [ X ] | Definitive Additional Materials |
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| [ ] | Soliciting Material Pursuant to §240.14a-12 |
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DWS RREEF REAL ESTATE 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):

| [ X ] | No fee required. |
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| [ ] | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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|   | (1) | Title of each class of securities to which transaction applies: |
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|   | (2) | Aggregate number of securities to which transaction applies: |
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|   | (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
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|   | (4) | Proposed maximum aggregate value of transaction: |
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|   | (5) | Total fee paid: |
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| [ ] | Fee paid previously with preliminary materials. |
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| [ ] | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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|   | (1) | Amount Previously Paid: |
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|   | (2) | Form, Schedule or Registration Statement No.: |
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|   | (3) | Filing Party: |
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|   | (4) | Date Filed: |
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**DWS RREEF REAL ESTATE FUND, INC. (“SRQ”)**

**345 Park Avenue**

**New York, NY 10154**

 

 

April 17, 2009

 

Dear Stockholders of DWS RREEF Real Estate Fund, Inc.:

 

We recently mailed to you proxy materials for the upcoming Special Meeting of Stockholders of**DWS RREEF Real Estate Fund, Inc. (the “Fund” or “SRQ”)**, to be held on May 20, 2009. In these materials, your Board of Directors is asking you to use the**White**Proxy Card to authorize            your proxy**"FOR"**a proposal to liquidate all of the assets of the Fund and dissolve the Fund. We hope you will take a moment to review these materials and to authorize your proxy in accordance with your Board of Directors' recommendations. Please also see the enclosed supplemental proxy information.

 

**Why you should vote the White Proxy Card to approve the Fund's liquidation proposal.**

 

Over the past year, the Fund has experienced a substantial decline in assets. As a result of this decline, the Fund has experienced increasing expense ratios. The Fund has also been trading at a significant discount to net asset value. After careful consideration of the circumstances and the recommendation of the Fund manager, your Board has determined that liquidation of the Fund now is in the best            interests of stockholders, and the Board has unanimously approved the plan of liquidation.

 

Approval of the liquidation proposal will allow you to:

 

| - | Exit the Fund at its net asset value upon liquidation |
|---|-------------------------------------------------------|

 

| - | Realize the value of any trading discount |
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| - | Reinvest the proceeds in an investment of your own choosing |
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You may receive proxy solicitation material from Stewart R. Horejsi on behalf of the Susan L. Ciciora Trust. Mr. Horejsi is an investor who manages or controls a series of closed end funds.**Do not be confused.**Mr. Horejsi is seeking to stop the liquidation so that he may gain control of the Fund and appoint himself as manager of the Fund. Mr. Horejsi            has a long history of taking over the management of closed end funds, increasing the management fee paid by the shareholders and changing the investment objectives and strategies of the funds. We believe that if Mr. Horejsi is successful in his attempt to take over your Fund, he will follow his past practice and change the investment objectives and strategies of the Fund to suit his own needs and increase the management fees you pay.

Rather than turn over your assets to the Horejsi entities, we believe that you should be able to receive net asset value for your shares in the liquidation and have the option to reinvest those funds in an investment of your choosing.

 

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**We urge you to support the liquidation by completing, signing and dating the enclosed White Proxy Card and promptly mailing it in the enclosed postage-paid envelope.**Alternatively, you may vote by telephone or internet by following the instructions on the enclosed card. If you hold your shares in a brokerage or bank account (in "street name"), your broker or bankcannotvote your shares (as it has in past annual meetings)unlessyou complete, sign, date and return the proxy voting form it will send you.**Please do not sign or vote any green or other color proxy card sent to you by Horejsi or his associates.**If you have already returned a green or other color proxy card from Horejsi and wish to vote            according to the recommendations of your Board of Directors, please return a currently dated**White**Proxy Card. If you have already returned the**White**Proxy Card, we thank you for your support.

 

Whether or not you plan to attend the Meeting, and regardless of the number of shares you own, we urge you to authorize your proxy**FOR**the liquidation.

 

We thank you for your continued support.

 

Sincerely,

 

The Board of Directors of DWS RREEF Real Estate Fund, Inc.

 

| John W. Ballantine | William McClayton |
|--------------------|-------------------|

| Henry P. Becton, Jr. | Rebecca W. Rimel |
|----------------------|------------------|

| Dawn-Marie Driscoll | Axel Schwarzer |
|---------------------|----------------|

| Keith R. Fox | William N. Searcy, Jr. |
|--------------|------------------------|

| Paul K. Freeman | Jean Gleason Stromberg |
|-----------------|------------------------|

| Kenneth C. Froewiss | Robert H. Wadsworth |
|---------------------|---------------------|

Richard J. Herring

 

If you have questions or need assistance in voting your shares, please call:

 

Georgeson Inc.

199 Water Street, 26th Floor

New York, NY 10038

(800) 849-4134 (Toll Free)

 

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**Revised Proxy Statement Beneficial Ownership Information for DWS RREEF Real Estate Fund, Inc.**

 

*The “Security Ownership of Certain Beneficial Owners and Management” section of the Fund’s proxy statement is hereby replaced with the following updated information:*

 

According to SEC Schedule 13F, 13G, and 13D/A filings made as of March 27, 2009, the following stockholders owned beneficially more than 5% of the Fund’s outstanding stock. Unless otherwise indicated, each stockholder has sole voting and dispositive power with respect to the common or preferred shares beneficially owned by such stockholder.

 

|  

 

 

**Title of Class** |  

 

**Name and Address of Beneficial Owner**                                                         | **Amount and Nature of Beneficial Ownership** |  

 

 

**Percent of Class** |
|--------------------------------------------|------------------------------------------------------------------------------------------------------------------|-----------------------------------------------|----------------------------------------------|
|  

Common Stock                       |  

Susan L. Ciciora Trust, c/o Alaska Trust Company, 1029 West Third Avenue, Suite 510, Anchorage, AK 99501 |  

2,179,904 shares                      |  

13.87%                               |
|  

Auction Preferred Stock            |  

UBS AG, Bahnhofstrasse 45, PO Box CH-8021, Zurich, Switzerland                                           |  

1,096 shares                          |  

78.29%*                              |

 

* Holdings reported on Schedule 13G on February 10, 2009 by UBS AG, for the benefit and on behalf of UBS Securities LLC and UBS Financial Services Inc., two-wholly owned subsidiaries of UBS AG to which UBS AG has delegated portions of its performance obligations with respect to the Auction Rate Securities Rights issued by UBS AG to certain clients and pursuant to which the securities            reported herein have been purchased from such clients. UBS AG shares voting and dispositive power with respect to the auction preferred stock.

 

Except as noted above, to the best of the Fund’s knowledge, as of March 27, 2009, no other person beneficially owned more than 5% of the Fund’s outstanding stock.