UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

 

FORM            N-CSR

 

| Investment Company Act file number | 811-21172 |
|------------------------------------|-----------|

 

DWS RREEF Real Estate Fund, Inc.

(Exact Name of Registrant as Specified in Charter)

 

345            Park Avenue

New York, NY 10154-0004

(Address of principal executive offices)                        (Zip code)

 

Registrant’s Telephone Number, including Area Code:(212) 454-7190

 

Paul            Schubert

345            Park Avenue

New York, NY 10154-0004

(Name            and Address of Agent for Service)

 

| Date of fiscal year end: | 12/31 |
|--------------------------|-------|

 

| Date of reporting period: | 12/31/08 |
|---------------------------|----------|

 

 

**ITEM            1.**           **REPORT TO STOCKHOLDERS**

 

----

|  

DECEMBER 31,                        2008
Annual                        Report                        to Stockholders |
|------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                         |
|  

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

Ticker Symbol:                        SRQ

        |
|                                                                                                                              |

**Contents**
| **4**Performance Summary

**6**Portfolio Management Review

**13**Portfolio Summary

**15**Investment Portfolio

**19**Financial Statements

**22**Financial Highlights

**24**Notes to Financial Statements

**33**Report of Independent Registered Public Accounting                        Firm

**34**Tax Information

**35**Dividend Reinvestment and Cash Purchase Plan

**38**Investment Management Agreement Approval

**43**Board Members and Officers

**47**Additional Information |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

**Investments in            funds involve risk. The fund involves additional risk due to its narrow focus. There            are special risks associated with an investment in real estate, including credit risk,            interest rate fluctuations and the impact of varied economic conditions. Closed-end            funds, unlike open-end funds, are not continuously offered. There is a one-time public            offering and once issued, shares of closed-end funds are traded in the open market            through a stock exchange. Shares of closed-end funds frequently trade at a discount to            net asset value. The price of the fund's shares is determined by a number of factors,            several of which are beyond the control of the fund. Therefore, the fund cannot predict            whether its shares will trade at, below or above net asset value.**

This report is sent to            the stockholders of DWS RREEF Real Estate Fund, Inc. for their information. It            is not a prospectus, circular, or representation intended for use in the purchase            or sale of shares of the fund or of any securities mentioned in the report.

*DWS Investments is            part of Deutsche Bank's Asset Management division and, within the US, represents the            retail asset management activities of Deutsche Bank AG, Deutsche Bank Trust Company            Americas, Deutsche Investment Management Americas Inc. and DWS Trust            Company.*

*NOT FDIC/NCUA            INSURED NO BANK GUARANTEE MAY LOSE VALUE NOT A DEPOSIT NOT INSURED BY ANY            FEDERAL GOVERNMENT AGENCY*

**Performance            SummaryDecember 31, 2008**

**All performance            shown is historical, assumes reinvestment of all dividend and capital gain            distributions, and does not guarantee future results. Investment return and principal            value fluctuate with changing market conditions so that, when sold, shares may be worth            more or less than their original cost. Current performance may be lower or higher than            the performance data quoted. Please visit www.dws-investments.com for the Fund's most            recent month-end performance.**

Returns and rankings            based on net asset value during all periods shown reflect a fee waiver and/or expense            reimbursement. Without this waiver/reimbursement, returns and rankings would have been            lower.
| **Average                        Annual Return**as of                        12/31/08 |
|---------------------------------------------------------------------------------------|
|                                                                                  | **1-Year** | **3-Year** | **5-Year** | **Life                        of Fund*** |
| Based on Net Asset                    Value(a)                                        | -81.47% | -42.89% | -21.90% | -11.68% |
| Based on Market Value(a)                                                              | -86.41% | -47.37% | -27.01% | -17.93% |
| NAREIT Equity REIT                    Index(b)                                        | -37.73% | -10.83% | .91% | 6.95% |
| Lipper Closed-End Real Estate Funds                    Category(c)                    | -59.23% | -26.61% | -11.76% | -1.84% |

*Sources: Lipper            Inc. and Deutsche Investment Management Americas Inc.*
| **Net                        Asset Value and Market Price** |
|-------------------------------------------------------------|
|                                                        | **As of                        12/31/08** | **As of                        12/31/07** |
| Net Asset Value                                             | $                        2.84 | $                        19.33 |
| Market Price                                                | $                        1.95 | $                        17.54 |

*Prices and Net            Asset Value fluctuate and are not guaranteed.*
| **Distribution Information for Common                        Shareholders** |
|-----------------------------------------------------------------------------|
| Twelve Months as of 12/31/08:
Income                        Dividends       | $                        .88 |
| Capital                        Gain Distributions                           | $                        1.35 |
| Return of                        Capital                                    | $                        .86 |
| **Lipper                        Rankings — Closed-End Real Estate Funds Category**as of 12/31/08 |
|------------------------------------------------------------------------------------------------------------------|
| **Period**                                                                                                       | **Rank** |   | **Number of Funds Tracked** | **Percentile Ranking (%)** |
| 1-Year                                                                                                           | 26 | of | 29 | 87 |
| 3-Year                                                                                                           | 20 | of | 22 | 87 |
| 5-Year                                                                                                           | 13 | of | 14 | 87 |

**Source: Lipper Inc. Rankings are historical and do            not guarantee future results. Rankings are based on net asset value total return with            distributions reinvested.**

**Portfolio Management            Review**

**DWS RREEF Real Estate Fund,            Inc.: A Team Approach to Investing**

Deutsche Investment Management            Americas Inc. ("DIMA" or the "Investment Manager"), which is part of Deutsche Asset            Management, is the investment manager for DWS RREEF Real Estate Fund, Inc. DIMA and its            predecessors have more than 80 years of experience managing mutual funds and DIMA            provides a full range of investment advisory services to institutional and retail            clients. RREEF America, L.L.C. ("RREEF" or the "Investment Advisor"), an indirect,            wholly owned subsidiary of Deutsche Bank AG, is the investment advisor for the            fund.

Deutsche Asset Management is a            global asset management organization that offers a wide range of investing            expertise and resources. This well-resourced global investment platform brings together            a wide variety of experience and investment insight across industries, regions, asset            classes and investing styles.

DIMA is an indirect, wholly            owned subsidiary of Deutsche Bank AG. Deutsche Bank AG is an international commercial            and investment banking institution that is engaged in a wide range of financial            services, including investment management, mutual fund, retail, private and commercial            banking, investment banking and insurance.

**Portfolio Management            Team**

*John F. Robertson,            CFA*

Managing Director of            Deutsche Asset Management and of RREEF and Co-Manager of the fund.

• Joined RREEF in            1997 and Deutsche Asset Management in 2002.

• Prior to that,            Assistant Vice President of Lincoln Investment Management responsible for REIT            research.

• Over 15 years            of investment industry experience.

• BA, Wabash            College; MBA, Indiana University.

*Jerry W. Ehlinger,            CFA*

Managing Director of            Deutsche Asset Management and of RREEF and Co-Manager of the fund.

• Joined RREEF            and Deutsche Asset Management in 2004.

• Prior to that,            Senior Vice President at Heitman Real Estate Investment Management from            2000-2004.

• Prior to that,            Senior Research Associate at Morgan Stanley Asset Management from 1996-2000.

• Over 10 years            of investment industry experience.

• BA, University            of Wisconsin-Whitewater, MS, University of Wisconsin-Madison.

*John W. Vojticek*

Managing Director of            Deutsche Asset Management and of RREEF and Co-Manager of the fund.

• Joined RREEF            and Deutsche Asset Management in September 2004.

• Prior to that,            Principal at KG Redding and Associates, March 2004-September 2004.

• Prior to that,            Managing Director of RREEF from 1996-March 2004, Deutsche Asset Management from            2002-March 2004.

• Over 10 years            of investment industry experience.

• BS, University            of Southern California.

*Asad            Kazim*

Director of Deutsche            Asset Management, Vice President of RREEF and Co-Manager of the fund.

• Joined RREEF            and Deutsche Asset Management in 2002 and the fund in 2005.

• Prior to that,            Financial Analyst at Clarion CRA Securities from 2000-2002.

• Over 5 years of            investment industry experience.

• BS, The College            of New Jersey.

In the following interview,            Portfolio Managers John F. Robertson, Jerry W. Ehlinger, John W. Vojticek and Asad            Kazim discuss the market environment, performance results and positioning of DWS RREEF            Real Estate Fund, Inc. during its most recent annual period ended December 31,            2008.

*The views expressed            in the following discussion reflect those of the portfolio management team only through            the end of the period of the report as stated on the cover. The management team's views            are subject to change at any time based on market and other conditions and should not            be construed as a recommendation. Past performance is no guarantee of future results.            Current and future portfolio holdings are subject to risk.*

**Q: How did DWS            RREEF Real Estate Fund, Inc. perform during its most recent annual            period?**

**A:**After holding up reasonably well amid increasing market            volatility in the first nine months of 2008, US REITs were hit by unprecedented and            intense volatility in October and November of 2008 arising from investor fears            related to the worldwide credit crunch. For the 12-month period ended December 31,            2008, DWS RREEF Real Estate Fund, Inc. declined 81.47% based on net asset value (NAV).            The fund's NAV return underperformed the -37.73% return of the NAREIT Equity REIT            Index.1 Based on market price, the fund posted a -86.41% return. The fund            had a closing value of $1.95 per share based on market price ($2.84 per share            based on net asset value) as of December 31, 2008. The fund underperformed its            benchmark and peer group by a wide margin mainly because of the fund's large leverage            position, which badly hurt performance when investors began selling real estate assets            indiscriminately during the early part of the fourth quarter as the worldwide            credit crunch intensified. (Past performance is no guarantee of future results.            Please see pages 4 and 5 for more            complete performance information.) Over the same period, the Dow Jones Industrial            Average, Standard & Poor's 500® (S&P 500) Index and the Nasdaq            Composite Index returned -33.84%, -37.00% and -40.89%,            respectively.2

**Q: What factors            influenced the performance of REITs during the period?**

**A:**In the first half of 2008, volatility within the real estate            securities market (and financial markets in general) was severe at times, but            REITs nevertheless recorded several of their largest-ever single-day gains, as real            estate investors responded positively to actions taken by the US Federal Reserve Board            (the Fed) to restore liquidity to the markets and bolster the faltering US            economy. However, in May and June of 2008, higher commodity and food prices began            to take their toll on US consumer spending, and the retail REIT sector was hit            especially hard. In the third quarter, as concern about a possible economic recession            pulled down commodity prices and eased inflation concerns, REITs significantly            outperformed the broader stock market.

In October 2008, the            outperformance of the REIT sector ended abruptly. Volatility had been on the rise for            the real estate securities market throughout the year, but at the start of the fourth            quarter it suddenly skyrocketed. Investors had been worrying for some time about how            much more expensive it would be for REIT companies to roll over debt that was            coming due in the next 12 to 18 months. However, in October and November, with more and            more bad news arising regarding failing US financial firms and a general drying up            of liquidity and credit nationwide, concern over whether it would even be possible for            US REITs to refinance short-term debt sparked massive declines in REIT prices. Other            factors that contributed to REIT market volatility during the fourth quarter included            large hedge fund transactions and forced selling by closed-end funds. In December 2008,            the REIT market rebounded slightly from recent lows as investors regained some            certainty in light of the completion of the presidential election, and an increase in            the number of commercial real estate transactions.

**Q:            What contributed to and detracted from the fund's performance over the            period?**

**A:**During the annual period ended December 31, 2008, and especially            during the fourth quarter of 2008, the portfolio was severely impacted by the extreme            negative tone of the market as investors began to punish the many REITs that would be            required to refinance debt over the next two years. Leveraged investment vehicles of            almost any type were hit hard during 2008. This held true for closed-end real estate            funds, exacerbating the concerns already surrounding the underlying real estate            securities. Also, dividend cuts by REIT firms, although in many cases simply a way            for companies to retain cash in this difficult credit environment, were viewed            negatively by many investors.

In a declining market, the            self-storage sector performed better than other sectors. Consequently, the fund's            performance versus the benchmark was hurt by not holding the common stock of Public            Storage, Inc. during the period. (The fund held a small position in Public Storage            preferred stock.) In addition, the fund's overweight position in Duke Realty Corp.*            subtracted from returns as the company's shares declined based on a weak balance            sheet.3 The fund's direct investment in the resort firm, Canyon Ranch, was            also a significant detractor as the market for direct real estate investment dried up            during the year due to the credit crunch. One small positive in a very difficult            environment was the fund's avoidance of ProLogis, a well-known REIT firm in the            industrial sector. ProLogis was badly hurt by the darkening global economic            outlook, short-term debt coming due and investor perception that its development            pipeline had lost value. The fund's positions in several health care REITs            contributed to performance relative to the benchmark as investors viewed the sector as            defensive.

Most significantly, the fund's            performance was negatively affected by the leverage position it maintained throughout            the year. As of December 31, 2008, the fund's outstanding leverage, in the form of            auction-rate preferred shares, represented approximately 40.7% of the fund's total            assets. Over time and in up markets, leverage will benefit the yield and total return            of a portfolio. Of course, the opposite is true in down markets. The calendar year            2008 was the worst performance year in the history of the REIT asset class. As            expected, the fund's leverage position exacerbated this poor performance. The fund's            underperformance versus its benchmark was due mainly to the fund being significantly            leveraged during a drastically negative market. (In contrast, the benchmark is not            leveraged.) Similarly, the fund's underperformance relative to its peer group was            principally due to the fund being more highly leveraged than other similar funds            during 2008. The fund's leverage, as a percentage of total assets, increased as REIT            prices plunged in the early part of the fourth quarter. In addition, to meet various            asset coverage requirements, we began redeeming preferred shares and reducing the            fund's leverage in late November 2008, which also detracted from potential upside when            the market rallied late in the year. The extreme volatility during 2008, particularly            in the fourth quarter, caused additional stress on fund performance.

Lastly, the extreme            downward volatility in the REIT market during the fourth quarter caused the fund            to sell portfolio assets at an inopportune time in order to meet various leverage asset            coverage requirements.

**Q: Describe the            performance of the various REIT sectors.**

**A:**Among REIT sectors, industrial stocks were the worst-performing            sector by a wide margin, hurt badly by the significant economic slowdown that emerged            over the course of last year. Prices of industrial REITs were propped up in the first            half of 2008 because investors believed that some industrial companies' international            development pipelines would boost revenue. However, as the credit crunch hit home in            the fourth quarter, investors began to discount these development pipelines, and to            judge harshly the industrial REITs that would need to roll over debt in the midst of a            worldwide shortage of credit. Hotels as a sector also posted negative returns for the            year, based on worries that a faltering US economy would negatively affect            vacation-related and business travel. Regional malls also disappointed, as second-tier            malls faced steeply declining sales and in some cases an inability to roll over            debt.

In contrast,            the self-storage and apartment sectors performed reasonably well. Self-storage has            profited from homeowner dislocations stemming from the home loan/mortgage crisis. The            Federal National Mortgage Association (Fannie Mae) and the Federal Home Loan Mortgage            Corporation (Freddie Mac), despite their well-publicized troubles, have been providing            loans and other forms of liquidity to the apartment sector with the rest of the            debt market largely frozen, though there are concerns about the availability of this            liquidity going forward.

**Q: What is your            view concerning the prospects for the REIT market going forward?**

**A:**We believe that volatility in the REIT market will persist well            into 2009. If and when private real estate market write-downs come to the attention of            investors, additional volatility could ensue. Though some REITs have shown an ability            to refinance debt coming due, rolling over debt will continue to be expensive to nearly            impossible for some companies because so many fewer financing options exist. Dividend            cuts by REIT firms could also prompt additional volatility, though such actions may be            prudent in the long run if they help to shore up balance sheets.

A major uncertainty for the REIT            market over the coming year — as well as for investment markets in general            — is the question of when credit flows will normalize. We have seen some signs of            an increase in lending, but nowhere near what is required for normal business            operations. Many REITs are attractively priced at present, but not all of them have the            wherewithal (in terms of holding high-quality assets, and possessing a healthy balance            sheet, able management and sufficient access to credit) to succeed in such a            tremendously difficult economic environment. Over the coming months we will continue to            search for high-quality REITs with experienced management teams that we believe            are well positioned to succeed over the long term.

**Portfolio            Summary**
| **Asset                        Allocation**(As a % of Investment                        Portfolio excluding Securities Lending Collateral) | **12/31/08** | **12/31/07** |
|--------------------------------------------------------------------------------------------------------------------------------------------|--------------|--------------|
|                                                                                                                                       |         |         |
| Common                        Stocks                                                                                                       | 49%          | 85%          |
| Preferred                        Stocks                                                                                                    | 30%          | 12%          |
| Cash                        Equivalents                                                                                                    | 19%          | 3%           |
| Time                        Deposit                                                                                                        | 2%           | —      |
|                                                                                                                                       | 100%         | 100%         |
| **Sector                        Diversification**(As a % of Common and Preferred Stocks) | **12/31/08** | **12/31/07** |
|-----------------------------------------------------------------------------------------------------------------------------|--------------|--------------|
|                                                                                                                        |         |         |
| Shopping                        Centers                                                                                     | 29%          | 12%          |
| Health                        Care                                                                                          | 18%          | 13%          |
| Storage                                                                                                                     | 15%          | 4%           |
| Hotels                                                                                                                      | 10%          | 12%          |
| Apartments                                                                                                                  | 10%          | 14%          |
| Diversified                                                                                                                 | 6%           | 10%          |
| Office                                                                                                                      | 6%           | 12%          |
| Regional                        Malls                                                                                       | 4%           | 17%          |
| Industrials                                                                                                                 | 2%           | 6%           |
|                                                                                                                        | 100%         | 100%         |

*Asset allocation            and sector diversification are subject to change.*
| **Ten                        Largest Equity Holdings at December 31, 2008**(99.5% of Net Assets applicable                        to common shareholders) |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **1. Extra Space Storage, Inc.**Owner and operator of self-storage                    properties                                                                              | **21.3%** |
| **2. Inland Real Estate Corp.**Acquires neighborhood retail centers and                    community centers                                                                  | **17.3%** |
| **3. Ustadt Biddle Properties, Inc.**Owner of open air shopping centers and retail                    properties                                                              | **12.2%** |
| **4. LTC Properties, Inc.**Investor in health care through mortgage                    origination and acquisition of properties                                         | **8.7%** |
| **5. Associated Estates Realty                    Corp.**Operates as a self-administrated and                    self-managed real estate investment trust               | **8.1%** |
| **6. Cogdell Spencer, Inc.**Owns specialty office properties for the                    medical industry                                                                      | **7.7%** |
| **7. Hospitality Properties Trust**Owner and leaser of hotel properties                                                                                                       | **6.5%** |
| **8. Camden Property Trust**Owner and manager of multifamily residential                    apartment communities                                                             | **6.3%** |
| **9. HRPT Properties Trust**Investor in retirement communities                                                                                                                | **5.8%** |
| **10. Saul Centers, Inc.**Operates and manages a portfolio of shopping                    centers and office properties                                                       | **5.6%** |

*Portfolio holdings are subject to            change.*

*For more complete            details about the Fund's investment portfolio, see page 15. A            quarterly Fact Sheet is available upon request. A complete list of the fund's            portfolio holdings is posted as of the month end on www.dws-investments.com on or about            the 15th day of the following month. More frequent posting of portfolio holdings            information may be made from time to time on www.dws-investments.com. Please see the            Additional Information section for contact information.*

Following the Fund's fiscal            first and third quarter-end, a complete portfolio holdings listing is filed with the            SEC on Form N-Q. The form will be available on the SEC's Web site at www.sec.gov, and            it also may be reviewed and copied at the SEC's Public Reference Room in Washington,            D.C. Information on the operation of the SEC's Public Reference Room may be obtained by            calling (800) SEC-0330.

**Investment            Portfolioas of December 31, 2008**

(Ratios are shown as a            percentage of Net Assets)
|                                                                               | **Shares**     | **Value                        ($)** |
|------------------------------------------------------------------------------------|----------------|--------------------------------------|
|                                                                               |           |
| **Common Stocks                        92.2%**                                     |
| **Real                        Estate Investment Trusts ("REITs") 92.2%**           |
| **Apartments 6.3%**                                                                |
| Camden                        Property Trust                                       | 90,000         | **2,820,600**                        |
| **Diversified 8.3%**                                                               |
| Capstead                        Mortgage Corp.                                     | 119,600        | 1,288,092                            |
| Hatteras                        Financial Corp.                                    | 24,000         | 638,400                              |
| Hatteras                        Financial Corp. 144A                               | 67,500         | 1,795,500                            |
|                                                                               | **3,721,992**  |
| **Health                        Care 17.9%**                                       |
| Cogdell                        Spencer, Inc.                                       | 366,500        | 3,430,440                            |
| Medical                        Properties Trust, Inc.                              | 111,890        | 706,026                              |
| OMEGA                        Healthcare Investors, Inc.                            | 134,750        | 2,151,957                            |
| Senior                        Housing Properties Trust                             | 97,450         | 1,746,304                            |
|                                                                               | **8,034,727**  |
| **Hotels                        7.6%**                                             |
| Canyon                        Ranch Holdings LLC (Units) (a)                       | 230,400        | 483,840                              |
| Hospitality Properties Trust                                                       | 195,300        | 2,904,111                            |
|                                                                               | **3,387,951**  |
| **Industrial 3.0%**                                                                |
| DCT                        Industrial Trust, Inc.                                  | 256,050        | **1,295,613**                        |
| **Office                        5.8%**                                             |
| HRPT                        Properties Trust                                       | 772,421        | **2,603,059**                        |
| **Regional Malls 3.7%**                                                            |
| CBL &                        Associates Properties, Inc.                       | 254,255        | **1,652,658**                        |
| **Shopping Centers 18.3%**                                                         |
| Developers                        Diversified Realty Corp.                         | 93,250         | 455,060                              |
| Inland                        Real Estate Corp.                                    | 596,650        | 7,744,517                            |
|                                                                               | **8,199,577**  |
| **Storage                        21.3%**                                           |
| Extra                        Space Storage, Inc.                                   | 922,071        | **9,515,773**                        |
| **Total                        Common Stocks** (Cost $61,896,329)                  | **41,231,950** |
|                                                                               |
| **Preferred Stocks                        57.7%**                                  |
| **Real                        Estate Investment Trusts 57.7%**                     |
| **Apartments 8.1%**                                                                |
| Associated                        Estates Realty Corp., 8.7%, Series II            | 220,750        | **3,609,262**                        |
| **Diversified 1.2%**                                                               |
| NorthStar                        Realty Finance Corp., 8.25%, Series B             | 68,000         | **566,440**                          |
| **Health                        Care 8.7%**                                        |
| LTC                        Properties, Inc., 8.0%, Series F                        | 184,250        | **3,869,250**                        |
| **Hotels                        7.7%**                                             |
| Eagle                        Hospitality Properties Trust, Inc., 8.25%, Series A   | 176,800        | 17,680                               |
| Strategic                        Hotels & Resorts, Inc., 8.5%, Series A        | 158,800        | 682,840                              |
| Strategic                        Hotels & Resorts, Inc., 8.25%, Series B       | 53,550         | 232,943                              |
| Sunstone                        Hotel Investors, Inc., 8.0%, Series A              | 190,550        | 2,448,567                            |
| W2007                        Grace Acquisition I, Inc., 8.75%, Series B            | 489,000        | 48,900                               |
|                                                                               | **3,430,930**  |
| **Office                        3.5%**                                             |
| Digital                        Realty Trust, Inc., 8.5%, Series A                  | 97,600         | **1,567,700**                        |
| **Regional Malls 2.7%**                                                            |
| Taubman                        Centers, Inc., 8.0%, Series G                       | 78,247         | **1,212,829**                        |
| **Shopping Centers 25.1%**                                                         |
| Cedar                        Shopping Centers, Inc., 8.875%, Series A              | 150,000        | 2,082,000                            |
| Kimco                        Realty Corp., 7.75%, Series G                         | 66,300         | 1,193,400                            |
| Saul                        Centers, Inc., 9.0%, Series B                          | 191,800        | 2,493,400                            |
| Urstadt                        Biddle Properties, Inc., 8.5%, Series C             | 75,000         | 5,456,250                            |
|                                                                               | **11,225,050** |
| **Storage                        0.7%**                                            |
| Public                        Storage, Inc., 10.0%, Series A                       | 12,800         | **307,711**                          |
| **Total                        Preferred Stocks** (Cost $56,054,399)               | **25,789,172** |
|                                                                               |
| **Time Deposit                        4.5%**                                       |
| State                        Street Euro Dollar, 0.01%, 1/2/2009 (Cost $1,994,895) | 1,994,895      | **1,994,895**                        |
| * *                                                                           |
| **Cash Equivalents                        35.7%**                                  |
| Cash                        Management QP Trust, 1.42% (b) (Cost $15,938,800)      | 15,938,800     | **15,938,800**                       |
|                                                                       | **% of                        Net Assets** | **Value                        ($)** |
|----------------------------------------------------------------------------|--------------------------------------------|--------------------------------------|
|                                                                       |                                       |
| **Total                        Investment Portfolio** (Cost $135,884,423)+ | 190.1                                      | **84,954,817**                       |
| **Other                        Assets and Liabilities, Net**               | (11.8)                                     | **(5,268,652)**                      |
| **Preferred Stock, at Liquidation                        Value**           | (78.3)                                     | **(35,000,000)**                     |
| **Net                        Assets Applicable to Common Shareholders**    | 100.0                                      | **44,686,165**                       |
| **Schedule of                        Restricted Securities** | **Acquisition Date**                | **Acquisition Cost ($)** | **Value                        ($)** | **Value                        as % of Net Assets** |
|-------------------------------------------------------------------|-------------------------------------|--------------------------|--------------------------------------|-----------------------------------------------------|
| Canyon Ranch Holdings LLC                                         | January                        2005 | 5,760,000                | 483,840                              | 1.1                                                 |

*144A: Security            exempt from registration under Rule 144A of the Securities Act of 1933. These            securities may be resold in transactions exempt from registration, normally to            qualified institutional buyers.*

*At December 31,            2008, open interest rate swap contracts were as follows:*
| **Effective/                        Expiration Dates** | **Notional Amount ($)** | **Cash                        Flows Paid by the Fund** | **Cash                        Flows Received by the Fund** | **Unrealized Depreciation                        ($)** |
|--------------------------------------------------------|------------------------------|--------------------------------------------------------|------------------------------------------------------------|--------------------------------------------------------|
| 1/29/2008 1/29/2018                                    | 40,000,0001                  | Fixed                        — 4.27%             | USD                        — Floating LIBOR BBA      | **(5,893,913)**                                        |
| Counterparty:1*UBS Securities LLC* |
|------------------------------------|

***Fair Value            Measurements***

*Financial            Accounting Standards Board Statement of Financial Accounting Standards No. 157, "Fair            Value Measurements," establishes a three-tier hierarchy for measuring fair value and            requires additional disclosure about the classification of fair value            measurements.*

*Various inputs are            used in determining the value of the Fund's investments. These inputs are summarized in            three broad levels. Level 1 includes quoted prices in active markets for identical            securities. Level 2 includes other significant observable inputs (including quoted            prices for similar securities, interest rates, prepayment speeds and credit risk).            Level 3 includes significant unobservable inputs (including the Fund's own            assumptions in determining the fair value of investments). The inputs or methodology            used for valuing securities are not necessarily an indication of the risk associated            with investing in those securities.*

*The following is a            summary of the inputs used as of December 31, 2008 in valuing the Fund's investments.            For information on the Fund's policy regarding the valuation of investments, please            refer to the Security Valuation section of Note A in the accompanying Notes to the            Financial Statements.*
| **Valuation Inputs** | **Investments in Securities**           | **Other                        Financial Instruments++** |
|----------------------|-----------------------------------------|----------------------------------------------------------|
| Level 1              | $                        64,675,202     | $                        —                         |
| Level 2              | 19,729,195                              | (5,893,913)                                              |
| Level 3              | 550,420                                 | —                                                  |
| **Total**            | **$                        84,954,817** | **$                        (5,893,913)**                 |

*The following is a reconciliation of the Fund's            Level 3 investments for which significant unobservable inputs were used in determining            value at December 31, 2008:*
|                                                                | **Investments in Securities**        |
|---------------------------------------------------------------------|--------------------------------------|
| **Balance                        as of January 1, 2008**            | $                        19,030,436  |
| Total realized gain (loss)                                          | (3,756,517)                          |
| Change in unrealized appreciation                    (depreciation) | (11,153,703)                         |
| Net purchases (sales)                                               | (1,774,296)                          |
| Net transfers in (out) of Level 3                                   | (1,795,500)                          |
| **Balance                        as of December 31, 2008**          | **$                        550,420** |

*The accompanying            notes are an integral part of the financial statements.*

**Financial            Statements**
| **Statement of Assets and                        Liabilities**as of December 31,                        2008                                                                                                              |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **Assets**                                                                                                                                                                                                                |
| Investments:
Investments in securities, at value                        (cost $119,945,623)                                                                                                                          | $                        69,016,017 |
| Investment                        in Cash Management QP Trust (cost $15,938,800)                                                                                                                                     | 15,938,800 |
| Total investments, at value                    (cost $135,884,423)                                                                                                                                                   | 84,954,817 |
| Dividends receivable                                                                                                                                                                                                      | 778,172 |
| Receivable for investments sold                                                                                                                                                                                           | 34,498 |
| Interest receivable                                                                                                                                                                                                       | 55,505 |
| Prepaid credit facility arrangement                    fee                                                                                                                                                                | 207,228 |
| Other assets                                                                                                                                                                                                              | 15,315 |
| Total assets                                                                                                                                                                                                              | 86,045,535 |
| **Liabilities**                                                                                                                                                                                                           |
| Cash overdraft                                                                                                                                                                                                            | 34,498 |
| Distributions payable                                                                                                                                                                                                     | 11,223 |
| Unrealized depreciation on swap                    contracts                                                                                                                                                              | 5,893,913 |
| Payable for investments purchased                                                                                                                                                                                         | 33,640 |
| Accrued investment management fee                                                                                                                                                                                         | 64,158 |
| Other accrued expenses and payables                                                                                                                                                                                       | 321,938 |
| Total liabilities                                                                                                                                                                                                         | 6,359,370 |
| Preferred Shares ($25,000 net asset and                    liquidation value per share applicable to an aggregate of 1,400 shares issued                    and outstanding)                                              | 35,000,000 |
| **Net                        assets applicable to common shareholders, at value**                                                                                                                                         | **$                        44,686,165** |
| **Net                        Assets Applicable to Common Shareholders Consist of**                                                                                                                                        |
| Undistributed net investment income                                                                                                                                                                                       | 193,565 |
| Net unrealized appreciation (depreciation)                        on:
Investments                                                                                                                                         | (50,929,606) |
| Interest                        rate swap contracts                                                                                                                                                                       | (5,893,913) |
| Accumulated net realized gain (loss)                                                                                                                                                                                      | (102,769,013) |
| Cost of 434,160 shares held in                    treasury                                                                                                                                                                | (9,966,770) |
| Paid-in capital                                                                                                                                                                                                           | 214,051,902 |
| **Net                        assets applicable to common shareholders, at value**                                                                                                                                         | **$                        44,686,165** |
| **Net                        Asset Value**                                                                                                                                                                                |
| **Net Asset Value** per common share                    ($44,686,165 ÷ 15,715,597 shares of common stock outstanding,                    $.01 par value, 240,000,000 common shares authorized) | **$                        2.84** |

*The accompanying            notes are an integral part of the financial statements.*
| **Statement of Operations**for the year ended December 31,                        2008                                     |
|----------------------------------------------------------------------------------------------------------------------------|
| **Investment Income**                                                                                                      |
| Income:Dividends                                                                                                           | $                        20,122,958 |
| Interest                                                                                                                   | 10,570 |
| Interest — Cash Management                    QP Trust                                                          | 207,931 |
| Security lending income, including income from                    Daily Assets Fund Institutional, net of borrower rebates | 271,386 |
| Total Income                                                                                                               | 20,612,845 |
| Expenses:Management fee                                                                                                    | 3,311,633 |
| Administration fee                                                                                                         | 12,800 |
| Services to shareholders                                                                                                   | 15,906 |
| Custodian and accounting fees                                                                                              | 75,943 |
| Professional fees                                                                                                          | 173,371 |
| Directors' fees and expenses                                                                                               | 11,300 |
| Reports to shareholders                                                                                                    | 94,589 |
| Stock exchange listing fee                                                                                                 | 15,265 |
| Auction service fee                                                                                                        | 371,483 |
| Interest                                                                                                                   | 199,273 |
| Other                                                                                                                      | 40,190 |
| Total expenses before expense                    reductions                                                                | 4,321,753 |
| Expense reductions                                                                                                         | (770,133) |
| Total expenses after expense                    reductions                                                                 | 3,551,620 |
| **Net                        investment income**                                                                           | **17,061,225** |
| **Realized and Unrealized Gain                        (Loss)**                                                             |
| Net realized gain (loss) from:Investments                                                                                  | (100,561,955) |
| Capital gains dividends received                                                                                           | 6,086,891 |
| Interest rate swap contracts                                                                                               | (11,350,901) |
| * *                                                                                                                   | (105,825,965) |
| Changes in net unrealized appreciation                    (depreciation) on:Investments                                    | (109,491,360) |
| Interest rate swap contracts                                                                                               | (5,605,070) |
| * *                                                                                                                   | (115,096,430) |
| Net gain (loss)                                                                                                            | (220,922,395) |
| Net increase (decrease) in net assets resulting                    from operations                                         | (203,861,170) |
| Distributions to Preferred                    Shareholders                                                                 | (6,821,816) |
| **Net                        increase (decrease) in net assets, applicable to common                        shareholders** | **$                        (210,682,986)** |

*The accompanying notes are an integral part of the            financial statements.*
| **Statement of Changes in Net                        Assets**                                                                                                                                |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                         | **Years                        Ended December 31,** |
| **Increase (Decrease) in Net                        Assets**                                                                                                                                 | **2008** | **2007** |
| Operations:Net investment income                                                                                                                                                             | $                        17,061,225 | $                        16,869,649 |
| Net realized gain (loss)                                                                                                                                                                     | (105,825,965) | 48,752,015 |
| Change in net unrealized appreciation                    (depreciation)                                                                                                                      | (115,096,430) | (177,231,435) |
| Net increase (decrease) in net assets resulting                    from operations                                                                                                           | (203,861,170) | (111,609,771) |
| Distributions to Preferred Shareholders                                                                                                                                                      | (6,821,816) | (8,571,470) |
| **Net                        increase (decrease) in net assets, applicable to common                        shareholders**                                                                   | (210,682,986) | (120,181,241) |
| Distributions to common shareholders                    from:Net investment income                                                                                                           | (13,755,054) | (29,458,864) |
| Net realized gains                                                                                                                                                                           | (21,260,082) | (5,044,707) |
| Return of capital                                                                                                                                                                            | (13,439,742) | — |
| Total distributions to common                    shareholders                                                                                                                                | (48,454,878) | (34,503,571) |
| Fund share transactions:Cost of shares repurchased                                                                                                                                           | — | (4,907,210) |
| Net increase (decrease) in net assets from Fund                    share transactions                                                                                                        | — | (4,907,210) |
| **Increase (decrease) in net                        assets**                                                                                                                                 | (259,137,864) | (159,592,022) |
| Net assets at beginning of period applicable to                    common shareholders                                                                                                       | 303,824,029 | 463,416,051 |
| Net assets at end of period applicable to                    common shareholders (including undistributed net investment income of $193,565                    and $1,167,189, respectively) | **$                        44,686,165** | **$                        303,824,029** |
| **Other                        Information**                                                                                                                                                 |
| Common shares outstanding at beginning of                    period                                                                                                                          | 15,715,597 | 15,919,077 |
| Shares repurchased                                                                                                                                                                           | — | (203,480) |
| Common shares outstanding at end of                    period                                                                                                                                | 15,715,597 | 15,715,597 |

*The accompanying notes are an integral part of the            financial statements.*

**Financial            Highlights**
| **Years                        Ended December 31,**                                                                                                 | **2008**                           | **2007**                           | **2006**                           | **2005**                           | **2004**                           |
|-----------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------|------------------------------------|------------------------------------|------------------------------------|------------------------------------|
| **Selected Per Share Data Applicable to                        Common Shareholders**                                                                |
| **Net                        asset value, beginning of period**                                                                                     | **$                        19.33** | **$                        29.11** | **$                        24.19** | **$                        25.01** | **$                        20.54** |
| *Income                        (loss) from investment operations:*

Net                        investment incomea                                   | 1.09                               | 1.07                               | 1.15                               | 1.05                               | 1.00                               |
| Net                        realized and unrealized gain (loss)                                                                                      | (14.06)                            | (8.16)                             | 7.42                               | 1.68                               | 6.34                               |
| **Total                        from investment operations**                                                                                         | (12.97)                            | (7.09)                             | 8.57                               | 2.73                               | 7.34                               |
| Distributions to Preferred Shareholders                        from net investment income (common share equivalent)                                 | (.43)                              | (.55)                              | (.49)                              | (.32)                              | (.15)                              |
| **Net                        increase (decrease) in net assets resulting from operations applicable to                        common shareholders** | (13.40)                            | (7.64)                             | 8.08                               | 2.41                               | 7.19                               |
| *Less                        distributions from:*

Net                        investment income                                                     | (.88)                              | (1.86)                             | (1.58)                             | (.93)                              | (1.44)                             |
| Net                        realized gains                                                                                                           | (1.35)                             | (.32)                              | (1.59)                             | (2.34)                             | (1.25)                             |
| Return of                        capital                                                                                                            | (.86)                              | —                            | —                            | —                            | —                            |
| **Total                        distributions to common shareholders**                                                                               | (3.09)                             | (2.18)                             | (3.17)                             | (3.27)                             | (2.69)                             |
| Dilution resulting from issuance of                    Preferred Sharesc                                                                       | —                            | —                            | —                            | (.01)                              | (.03)                              |
| NAV accretion resulting from repurchases of                    shares at valuea                                                                     | —                            | .04                                | .01                                | .05                                | —                            |
| **Net                        asset value, end of period**                                                                                           | **$                        2.84**  | **$                        19.33** | **$                        29.11** | **$                        24.19** | **$                        25.01** |
| **Market                        price, end of period**                                                                                              | **$                        1.95**  | **$                        17.54** | **$                        25.21** | **$                        20.57** | **$                        21.73** |
| **Total                        Return**                                                                                                             |
| Based on net asset                    value (%)b,d                                                                                             | (81.47)                            | (26.51)                            | 36.79                              | 12.16                              | 39.07                              |
| Based on market price                    (%)b,d                                                                                                     | (86.41)                            | (22.97)                            | 39.27                              | 9.82                               | 29.39                              |
| **Years                        Ended December 31,**(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | **2008** | **2007** | **2006** | **2005** | **2004** |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------|----------|----------|----------|----------|
| **Ratios                        to Average Net Assets and Supplemental Data**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| Common share information at                    period end:Net assets, end of period                    ($ millions)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 45       | 304      | 463      | 386      | 404      |
| Ratios based on net assets of                        common shares:
Expenses                        before expense reductions (%)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 1.79     | 1.38     | 1.36     | 1.40     | 1.47     |
| Expenses                        after expense reductions (%)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 1.47     | 1.04     | 1.02     | 1.05     | 1.11     |
| Net                        investment income (%)e                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 7.08     | 4.01     | 4.26     | 4.27     | 4.57     |
| Common and Preferred Share information at                        period end:Ratios based on net assets of                        common and Preferred Shares:
Expenses                        before expense reductions (%)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 1.11     | 1.00     | .99      | 1.00     | 1.01     |
| Expenses                        after expense reductions (%)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | .91      | .75      | .74      | .75      | .76      |
| Net                        investment income (%)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 4.38     | 2.91     | 3.11     | 3.04     | 3.15     |
| Portfolio turnover rate (%)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 31       | 28       | 13       | 17       | 29       |
| Preferred Share information at                        period end:
Aggregate                        amount outstanding ($ millions)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 35       | 160      | 160      | 160      | 160      |
| Asset                        coverage per share ($)*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | 56,919   | 72,473   | 97,409   | 85,358   | 88,101   |
| Liquidation value                        per share ($)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 25,000   | 25,000   | 25,000   | 25,000   | 25,000   |
| a*Based on average common shares outstanding                    during the period.*b*Total return would have been lower had                    certain expenses not been reduced.*c*The Fund issued 4,800 and 1,600 Preferred                    Shares on January 15, 2003 and January 12, 2004, respectively.*d*Total return based on net asset value                    reflects changes in the Fund's net asset value during the period. Total return                    based on market value reflects changes in market value. Each figure includes                    reinvestments of distributions. These figures will differ depending upon the                    level of any discount from or premium to net asset value at which the Fund's                    shares trade during the period.*e*Net investment income ratios for the years                    ended December 31, 2008, 2007, 2006, 2005 and 2004 do not reflect distributions                    to Preferred Shareholders. Ratios reflecting such payments are 4.25%, 1.97%,                    2.45%, 2.98% and 3.88%, respectively.***Asset coverage per share equals net assets                    of common shares plus the liquidation value of the Preferred Shares divided by                    the total number of Preferred Shares outstanding at the end of the                    period.* |

**Notes to Financial            Statements**

**A. Significant Accounting            Policies**

DWS RREEF Real Estate Fund, Inc.            (the ``Fund'') is registered under the Investment Company Act of 1940, as amended (the            ``1940 Act''), as a closed-end, diversified management investment company organized as            a Maryland corporation. The Fund is authorized to issue 250,000,000 shares, of which            240,000,000 shares are classified as Common Shares, $0.01 par value per share, and            10,000,000 shares are classified as Preferred Shares, $.01 par value per            share.

The Fund's financial statements            are prepared in accordance with accounting principles generally accepted in the United            States of America which require the use of management estimates. Actual results could            differ from those estimates. The policies described below are followed consistently by            the Fund in the preparation of its financial statements.

**Security            Valuation.** Investments are stated at value determined as of the close of            regular trading on the New York Stock Exchange on each day the exchange is open for            trading. Equity securities are valued at the most recent sale price or official closing            price reported on the exchange (US or foreign) or over-the-counter market on which the            security is traded most extensively. Securities for which no sales are reported are            valued at the calculated mean between the most recent bid and asked quotations            on the relevant market or, if a mean cannot be determined, at the most recent bid            quotation.

Money market instruments            purchased with an original or remaining maturity of sixty days or less, maturing at            par, are valued at amortized cost. Investments in open-end investment companies and            Cash Management QP Trust are valued at their net asset value each business            day.

Securities and other assets for            which market quotations are not readily available or for which the above valuation            procedures are deemed not to reflect fair value are valued in a manner that is intended            to reflect their fair value as determined in accordance with procedures approved by the            Directors.

The Fund adopted Financial            Accounting Standards Board ("FASB") Statement of Financial Accounting Standards No.            157, "Fair Value Measurements," effective at the beginning of the Fund's year.            Disclosure about the classification of fair value measurements is included at the end            of the Fund's Investment Portfolio.

**New            Accounting Pronouncement.** In March 2008, the FASB issued Statement of            Financial Accounting Standards No. 161 ("FAS 161"), "Disclosures about Derivative            Instruments and Hedging Activities". FAS 161 requires enhanced disclosure about an            entity's derivative and hedging activities including qualitative disclosures about the            objectives and strategies for using derivatives, quantitative disclosures about fair            value amounts of gains and losses on derivative instruments, and disclosures about            credit-risk-related contingent features in derivative agreements. FAS 161 is effective            for fiscal years and interim periods beginning after November 15, 2008. Management is            currently reviewing the enhanced disclosure requirements for the adoption of FAS            161.

**Swap Agreements.** The Fund may enter            into interest rate swap transactions to reduce the interest rate risk inherent in the            Fund's underlying investments and issued preferred shares. The use of interest rate            swaps is a highly specialized activity that involves investment techniques and risks            different from those associated with ordinary portfolio security transactions. In an            interest rate swap, the Fund agrees to pay to the other party to the interest rate swap            (which is known as the "counterparty") a fixed rate payment in exchange for the            counterparty agreeing to pay to the Fund a variable rate payment, or the Fund agrees to            receive from the counterparty a fixed rate payment in exchange for the counterparty            agreeing to receive from the Fund a variable rate payment, the accruals for which would            begin at a specified date in the future (the "effective date").The payment obligations            are based on the notional amount of the swap. Certain risks may arise when entering            into swap transactions including counterparty default, liquidity or unfavorable changes            in interest rates. The Fund generally intends, but is not obligated, to terminate its            interest rate swaps before the effective date. Payments received or made at the end of            the measurement period when the swap is terminated are recorded as realized gain or            loss in the Statement of Operations. The value of the swap is adjusted daily based upon            a price supplied by a board approved pricing vendor and the change in value is recorded            as unrealized appreciation or depreciation.

**Securities            Lending.** The Fund retains beneficial ownership of the securities it has            loaned and continues to receive interest and dividends paid by the issuer of securities            and to participate in any changes in their market value. The Fund requires the            borrowers of the securities to maintain collateral with the Fund consisting of liquid,            unencumbered assets having a value at least equal to the value of the securities            loaned. When the collateral falls below specified amounts, the lending agents will use            their best efforts to obtain additional collateral on the next business day to meet            required amounts under the security lending agreement. The Fund may invest the cash            collateral into a joint trading account in an affiliated money market fund pursuant to            Exemptive Orders issued by the SEC. The Fund receives compensation for lending its            securities either in the form of fees or by earning interest on invested cash            collateral net of borrower rebates and fees paid to a lending agent. Either the Fund or            the borrower may terminate the loan. There may be risks of delay and costs in recovery            of securities or even loss of rights in the collateral should the borrower of the            securities fail financially. The Fund is subject to all investment risks associated            with the reinvestment of any cash collateral received, including, but not limited to,            interest rate, credit and liquidity risk associated with such investments.

**Federal            Income Taxes.** The Fund's policy is to comply with the requirements of the            Internal Revenue Code, as amended, which are applicable to regulated investment            companies and to distribute all of its taxable income to its shareholders.

At December            31, 2008, the Fund had a net tax basis capital loss carryforward of approximately            $6,156,000, which may be applied against any realized net taxable capital gains of each            succeeding year until fully utilized or until December 31, 2016, the expiration date,            whichever occurs first.

In addition, from November 1,            2008 through December 31, 2008, the Fund incurred approximately $95,637,000 of net            realized capital losses. As permitted by tax regulations, the Fund intends to            elect to defer these losses and treat them as arising in the year ending            December 31, 2009.

The Fund has reviewed the tax            positions for the open tax years as of December 31, 2008 and has determined that no            provision for income tax is required in the Fund's financial statements. The Fund's            federal tax returns for the prior three years remain subject to examination by the            Internal Revenue Service.

**Distribution            of Income and Gains.** Distributions from net investment income of the Fund            are usually declared and distributed to shareholders quarterly. Net realized gains from            investment transactions, in excess of available capital loss carryforwards, would be            taxable to the Fund if not distributed, and, therefore, will be distributed to            shareholders at least annually.

The timing and characterization            of certain income and capital gains distributions are determined annually in accordance            with federal tax regulations which may differ from accounting principles generally            accepted in the United States of America. These differences primarily relate to certain            securities sold at a loss. As a result, net investment income and net realized gain            (loss) on investment transactions for a reporting period may differ significantly from            distributions during such period. Accordingly, the Fund may periodically make            reclassifications among certain of its capital accounts without impacting the net asset            value of the Fund.

The Fund had a level            distribution during the year. The Fund estimates that at times it will distribute more            than its income, therefore, a portion of the distributions may be a return of            capital.

At December 31, 2008, the Fund's            components of distributable earnings (accumulated losses) on a tax basis were as            follows:
| Capital loss carryforwards                                               | $                        (6,156,000)  |
|--------------------------------------------------------------------------|---------------------------------------|
| Unrealized appreciation (depreciation) on                    investments | $                        (53,441,937) |

In addition,            the tax character of distributions paid to common and Preferred Shareholders by the            Fund is summarized as follows:
|                                                                      | **Years                        Ended December 31,** |
|---------------------------------------------------------------------------|-----------------------------------------------------|
|                                                                      | **2008**                                            | **2007** |
| Distributions from ordinary income*                    (common)           | $                        13,755,054                 | $                        21,000,075 |
| Distributions from ordinary income*                    (Preferred)        | $                        2,679,825                  | $                        5,216,895 |
| Distributions from long-term capital gains                    (common)    | $                        21,260,082                 | $                        13,503,496 |
| Distributions from long-term capital gains                    (Preferred) | $                        4,141,991                  | $                        3,354,575 |
| Distributions from return of capital                    (common)          | $                        13,439,742                 | — |

**Preferred            Shares.** As of December 31, 2008, the Fund had 700 shares of Series A and 700            shares of Series B preferred shares ("Preferred Shares") outstanding, each at a            liquidation value of $25,000 per share. During the year ended December 31, 2008, the            Fund redeemed a total of 5,000 of its Preferred Shares (2,500 shares of each of its            Series A and B Preferred Shares) at their liquidation preference of $25,000 per share,            aggregating to $125,000,000 in order to ensure compliance with the Fund's asset            coverage requirements. The Fund redeemed the Preferred Shares with the proceeds from            sales of portfolio assets, resulting in a reduction of the Fund's overall leverage.            Common shareholders may experience capital gains, and the Fund may have incurred            brokerage expenses as the result of such sales.

The Preferred Shares are senior            to, and have certain class-specific preferences over, the Fund's common shares. The            dividend rate on each series of Preferred Shares is set through a "Dutch" auction            process, and the dividends are generally paid every seven days. In the auction process,            holders of the Preferred Shares indicate the dividend rate at which they would be            willing to hold or sell their Preferred Shares. An auction fails if there are more            Preferred Shares offered for sale than there are buyers. If an auction fails, the            Preferred Shares' dividend rate adjusts to a "maximum rate," which, based on current            Preferred Share ratings (AAA as of December 31, 2008), is the greater of (i) 125% of            the applicable AA Composite Commercial Paper Rate and (ii) 2.5% plus the applicable AA            Composite Commercial Paper Rate. In addition, existing Preferred Shareholders that            submit sell orders in a failed auction may not be able to sell any or all of the shares            for which they have submitted sell orders. Preferred Shareholders may sell their shares            at the next scheduled auction, subject to the same risk that the subsequent auction            will not attract sufficient demand for a successful auction to occur. Broker-dealers            may also try to facilitate secondary trading in the Preferred Shares, although such            secondary trading may be limited and may only be available for shareholders willing to            sell at a discount.

During the year ended December            31, 2008, the dividend rates ranged from 2.600% to 5.700% for Series A and 2.550% to            5.482% for Series B. The 1940 Act requires that the Preferred Shareholders of the Fund,            voting as a separate class, have the right to: a) elect at least two directors at all            times, and b) elect a majority of the directors at any time when dividends on the            Preferred Shares are unpaid for two full years. Unless otherwise required by law or            under the Fund's Articles Supplementary, each Preferred Share is entitled to one vote            and Preferred Shareholders will vote together with common shareholders as a single            class and have the same voting rights. Dividends on the Preferred Shares are all            cumulative. The Fund is subject to certain limitations and restrictions while the            Preferred Shares are outstanding. Under its Articles Supplementary, the Fund is            required to maintain asset coverage of at least 200% with respect to the Preferred            Shares as of the last business day of each month in which any Preferred Shares are            outstanding.

Since February            2008, the Fund, like many other closed-end funds throughout the industry, has            experienced failed auctions on its auction rate Preferred Shares. Auctions have failed            because there were not enough bids to cover the shares for sale, indicating a lack of            liquidity in the market. While repeated auction fails have affected the liquidity for            the auction rate Preferred Shares, a failed auction does not represent a default or            loss of capital of the Fund's auction rate Preferred Shares and the auction rate            Preferred Shareholders have continued to receive dividends at the previously defined            "maximum rate". As of December 31, 2008, the Preferred Shares of the Fund continue to            be triple-A rated by its respective rating agencies. Prolonged auction failures may            increase the cost of leverage to the Fund.

**Contingencies.** In the normal course            of business, the Fund may enter into contracts with service providers that contain            general indemnification clauses. The Fund's maximum exposure under these arrangements            is unknown as this would involve future claims that may be made against the Fund that            have not yet been made. However, based on experience, the Fund expects the risk of loss            to be remote.

**Real Estate            Investment Trusts.** The Fund recharacterizes distributions received from a            Real Estate Investment Trust ("REIT") investment based on information provided by the            REIT into the following categories: ordinary income, long-term and short-term capital            gains, and return of capital. If information is not available timely from a REIT, the            recharacterization will be estimated and a recharacterization will be made in the            following year when such information becomes available. Distributions received from            REITs in excess of income are recorded as either a reduction of cost of investments or            realized gains. The Fund distinguishes between dividends on a tax basis and a financial            reporting basis and only distributions in excess of tax basis earnings and profits are            reported in the financial statements as a return of capital for tax reporting            purposes.

**Other.** Investment transactions are            accounted for on a trade date plus one basis for daily net asset value calculations.            However, for financial reporting purposes, investment security transactions are            reported on trade date. Interest income is recorded on the accrual basis. Dividend            income is recorded on the ex-dividend date net of foreign withholding taxes. Realized            gains and losses from investment transactions are recorded on an identified cost            basis.

**B.            Purchases and Sales of Securities**

During the year ended December            31, 2008 purchases and sales of investment securities (excluding short-term            investments) aggregated $124,974,560 and $297,991,831, respectively.

**C. Related            Parties**

**Management            Agreement.** Under the Investment Management Agreement with Deutsche            Investment Management Americas Inc. ("DIMA" or the "Investment Manager"), an indirect,            wholly owned subsidiary of Deutsche Bank AG, the Investment Manager is responsible for            managing the Fund's affairs and supervising all aspects of the Fund's operations,            subject at all times to the general supervision of the Fund's Board of Directors (the            "Board").

Pursuant to the Investment            Management Agreement, the Investment Manager has delegated the day to day management of            the Fund's investment portfolio to RREEF America, L.L.C. (the "Investment Advisor"),            also an indirect, wholly owned subsidiary of Deutsche Bank AG and an affiliate of DB            Real Estate, the real estate investment management group of Deutsche Asset Management.            Subject to the general supervision of the Board and the Investment Manager, the            Investment Advisor is responsible for managing the investment operations of the Fund            and the composition of the Fund's holdings of securities and other investments. The            Investment Manager, not the Fund, compensates the Investment Advisor for its services.            The Investment Management Fee payable under the Investment Management Agreement is            equal to an annual rate of 0.85% of the Fund's average daily total managed assets,            computed and accrued daily and payable monthly. Total managed assets equal the net            asset value of the common shares plus the liquidation preference of any Preferred            Shares plus the principal amount of any borrowings used for leverage.

In addition, for the period            January 1, 2008 through October 31, 2008 the Investment Manager had contractually            agreed to waive a portion of its Investment Management Fee in the amount of 0.20% of            the Fund's average daily total managed assets. Effective October 31, 2008, such waiver            will decline by 0.05% in each year, with all waivers expiring November 1, 2011.            Accordingly, for the year ended December 31, 2008, the Investment Manager did not            impose a portion of its Investment Management Fee pursuant to the Investment Management            Agreement aggregating $766,893 and the amount imposed aggregated $2,544,740, which was            equivalent to an annual effective rate of 0.65% of the Fund's average daily total            managed assets.

**Service            Provider Fees.** DWS Investments Service Company ("DISC"), an affiliate of the            Investment Manager and Investment Advisor, is the transfer agent, dividend-paying agent            and shareholder service agent for the Fund. Pursuant to a sub-transfer agency agreement            between DISC and DST Systems, Inc. ("DST"), DISC has delegated certain transfer agent,            dividend-paying agent and shareholder service agent functions to DST. DISC compensates            DST out of the shareholder servicing fee it receives from the Fund. For the year ended            December 31, 2008, the amount charged to the Fund by DISC aggregated $15,847, of which            $4,134 is unpaid.

DWS            Investments Fund Accounting Corporation ("DIFA"), an affiliate of the Investment            Manager and Investment Advisor, is responsible for determining the daily net asset            value per share and maintaining the portfolio and general accounting records of the            Fund. Pursuant to a sub-accounting agreement between DIFA and State Street Bank and            Trust Company ("SSB"), DIFA has delegated certain fund accounting functions to SSB.            DIFA compensates SSB for the accounting service fee it receives from the Fund. The            amount charged to the Fund for the year ended December 31, 2008 by DIFA aggregated            $63,102, of which $4,725 is unpaid.

Deutsche Bank Trust Company            Americas ("DBTCA"), an affiliate of the Investment Manager and the Investment Advisor,            is the auction agent with respect to the Preferred Shares. The auction agent will pay            each broker dealer a service charge from funds provided by the Fund (the "Auction            Service Fee"). The Auction Service Fee charged to the Fund for the year ended December            31, 2008 aggregated $371,483, of which $990 is unpaid.

In addition, DBTCA, as auction            agent, is paid an administration fee. The amount charged to the Fund for the year ended            December 31, 2008 aggregated $12,800, of which $825 is unpaid.

**Directors'            Fees and Expenses.** The Fund paid each Director not affiliated with the            Advisor retainer fees plus specified amounts for various committee services and for the            Board Chairperson and Vice Chairperson.

In connection with the board            consolidation on April 1, 2008, of the two DWS Funds Boards of Directors, certain            Independent Board Members retired prior to their normal retirement date, and received a            one-time retirement benefit. DIMA has agreed to reimburse the Funds for the cost of            this benefit. During the year ended December 31, 2008, the Fund paid its allocated            portion of the retirement benefit of $1,574 to the non-continuing Independent Board            Members, and the Fund was reimbursed by DIMA for this payment.

**Typesetting            and Filing Service Fees.** Under an agreement with DIMA, DIMA is compensated            for providing typesetting and certain regulatory filing services to the Fund. For the            year ended December 31, 2008, the amount charged to the Fund by DIMA included in the            Statement of Operations under "reports to shareholders" aggregated $12,594, of which            $8,203 is unpaid.

**Cash            Management QP Trust.** Pursuant to an Exemptive Order issued by the SEC, the            Fund may invest in the Cash Management QP Trust (the "QP Trust") and other            affiliated funds managed by the Investment Manager. The QP Trust seeks to provide as            high a level of current income as is consistent with the preservation of capital and            the maintenance of liquidity. The QP Trust does not pay the Investment Manager a            management fee for the affiliated funds' investments in the QP Trust.

**D. Fee            Reductions**

The Fund has entered into an            arrangement with its custodian and transfer agent whereby credits realized as a result            of uninvested cash balances are used to reduce a portion of the Fund's custodian            expenses. During the year ended December 31, 2008, the Fund's custodian fee was reduced            by $633 and $1,033, respectively, for custodian and transfer agent credits            earned.

**E. Common Share            Repurchases**

The Fund is authorized to effect            periodic repurchases of its common shares in the open market from time to time when the            Fund's common shares trade at a discount to their net asset value. During the year            ended December 31, 2007, the Fund purchased 203,480 shares of common stock on the open            market at a total cost of $4,907,210 ($24.12 average per share). The average discount            of the purchases, comparing the purchase price to the net asset value at the time of            purchase was 10.7%. These shares are held in treasury.

**F. Real Estate Concentration            Risk**

The Fund concentrates its            investments in real estate securities, including REITs. A fund with a concentrated            portfolio is vulnerable to the risks of the industry in which it invests and is subject            to greater risks and market fluctuations than funds investing in a broader range of            industries. Real estate securities are susceptible to the risks associated with direct            ownership of real estate such as declines in property values; increases in property            taxes, operating expenses, interest rates or competition; zoning changes; and losses            from casualty and condemnation.

**G. Line of            Credit**

Until August 25, 2008, the Fund            shared in a $490 million revolving credit facility with other affiliated funds            (the "Participants") provided by a syndication of banks. The Fund was able to borrow            for temporary or emergency purposes. The Participants are charged an annual commitment            fee, which is allocated based on net assets among each of the Participants. Interest is            calculated at the Federal Funds Rate plus 0.35 percent. The Fund was able to            borrow up to a maximum of 5 percent of its net assets under the agreement (see Note            H).

**H. Secured Credit            Facility**

The Fund entered into a secured            credit facility with a commercial bank effective August 26, 2008. The secured credit            facility had an initial term of 364 days and initially allowed the Fund to borrow in an            aggregate amount up to $160,000,000 ($35,000,000 effective January 14, 2009). A            commitment fee was charged to the Fund and is included with "interest expense" on the            Statement of Operations. An arrangement fee incurred by the Fund in connection with            this facility was deferred and has been amortized on a straight line basis over the            term of the facility.

As a condition            to its participation in the new secured credit facility, the Fund's participation in            the above mentioned $490 million line of credit was terminated.

Effective February 5, 2009, the            secured credit facility was terminated. The facility was originally intended to            facilitate the redemption of the Fund's Preferred Shares. In the fourth quarter of            2008, using cash on hand, the Fund redeemed a total of 5,000 of its Preferred Shares            (2,500 shares of each of its Series A and B Preferred Shares) with the proceeds from            sales of portfolio assets. See Note A. Significant Accounting Policies —            Preferred Shares.

**Report of Independent            Registered Public Accounting Firm**

**To the Board of            Directors and Shareholders ofDWSRREEF Real Estate Fund, Inc.:**

In our opinion, the accompanying            statement of assets and liabilities, including the investment portfolio, and the            related statements of operations and of changes in net assets and the financial            highlights present fairly, in all material respects, the financial position ofDWSRREEF Real Estate Fund, Inc.            (the "Fund") at December 31, 2008, and the results of its operations, the changes in            its net assets and the financial highlights for each of the periods indicated therein,            in conformity with accounting principles generally accepted in the United States of            America. These financial statements and financial highlights (hereafter referred to as            "financial statements") are the responsibility of the Fund's management. Our            responsibility is to express an opinion on these financial statements based on our            audits. We conducted our audits of these financial statements in accordance with the            standards of the Public Company Accounting Oversight Board (United States). Those            standards require that we plan and perform the audit to obtain reasonable assurance            about whether the financial statements are free of material misstatement. An audit            includes examining, on a test basis, evidence supporting the amounts and disclosures in            the financial statements, assessing the accounting principles used and significant            estimates made by management, and evaluating the overall financial statement            presentation. We believe that our audits, which included confirmation of securities at            December 31, 2008 by correspondence with the custodian and brokers, provide a            reasonable basis for our opinion.
| Boston,                        Massachusetts                        February 27, 2009 | PricewaterhouseCoopers LLP |
|---------------------------------------------------------------------------------------|----------------------------|

**Tax Information(Unaudited)**

The Fund reported long-term            capital gain distributions of $1.35 per share to common shareholders and $4.1 million            to preferred shareholders during its year ended December 31, 2008, of which            approximately 100% represents 15% rate gains and 0.0% represents 25% rate            gains.

Please consult a tax advisor if            you have questions about federal or state income tax laws, or on how to prepare your            tax returns. If you have specific questions about your account, please call (800)            294-4366.

**Dividend Reinvestment            and Cash Purchase Plan**

The Board of Directors of the            Fund has established a Dividend Reinvestment and Cash Purchase Plan (the "Plan") for            stockholders who have not elected in writing to receive dividends and distributions in            cash (each a "Participant"). A Plan Agent (currently, Computershare Inc.) has been            appointed by the Fund's Board of Directors to act as agent for each            Participant.

A summary of the Plan is set            forth below. Shareholders may obtain a copy of the entire Dividend Reinvestment            and Cash Purchase Plan by visiting the Fund's Web site at www.dws-investments.com or by            calling (800) 294-4366.

Whenever the Fund declares an            income dividend or a capital gains distribution payable in shares of common stock or            cash at the option of the stockholders, each Participant is deemed to have elected to            take such dividend or distribution entirely in additional shares of common stock of the            Fund. If the market price per share of the Fund's common stock on the valuation date            equals or exceeds the net asset value per share on the valuation date, the number of            additional shares of common stock to be issued by the Fund and credited to the            Participant's account shall be determined by dividing the dollar amount of the dividend            or capital gains distribution payable on the Participant's shares by the greater of the            following amounts per share of the Fund's common stock on the valuation date: (a) the            net asset value, or (b) 95% of the market price. If the market price per share of the            common stock on the valuation date is less than the net asset value per share on the            valuation date, the Plan Agent shall apply the dollar amount of the dividend or capital            gains distribution on such Participant's shares (less such Participant's pro rata share            of brokerage commissions incurred with respect to the Plan Agent's open-market            purchases in connection with the reinvestment of such dividend and distribution) to the            purchase on the open market of shares of the common stock for the Participant's            account. Should the Fund declare an income dividend or capital gains distribution            payable only in cash, the amount of such dividend or distribution on each Participant's            shares (less such Participant's pro rata share of brokerage commissions incurred with            respect to open-market purchases in connection with the reinvestment of such dividend            or distribution) shall be applied to the purchase on the open market of shares of            common stock for the Participant's account. Each Participant, semiannually, also has            the option of sending additional funds, in any amount from $100 to $3,000, for the            purchase on the open market of shares of common stock for such Participant's account.            Voluntary payments will be invested by the Plan Agent on or shortly after the 15th of            February and August, and in no event more than 45 days after such dates, except where            temporary curtailment or suspension of purchases is necessary to comply with applicable            provisions of federal securities law. Optional cash payments received from a            Participant on or prior to the fifth day preceding the 15th of February or August will            be applied by the Plan Agent to the purchase of additional shares of common stock as of            that investment date. Funds received after the fifth day preceding the 15th of February            or August and prior to the 30th day preceding the next investment date will be returned            to the Participant. No interest will be paid on optional cash payments held until            investment. Consequently, Participants are strongly urged to make their optional cash            payments shortly before the 15th of February or August. Optional cash payments should            be made in US dollars and be sent by first-class mail, postage prepaid, to DWS            Investments Service Company (the "Transfer Agent") at the following            address:

DWS RREEF Real            Estate Fund, Inc.            Dividend Reinvestment and Cash Purchase Plan            210 West 10th Street, Kansas City, MO 64105            (800) 294-4366

Participants may withdraw their            entire voluntary cash payment by written notice received by the Plan Agent not less            than 48 hours before such payment is to be invested.

Investment of voluntary cash            payments and other open-market purchases may be made on any securities exchange where            the shares of common stock are traded, in the OTC market or in negotiated            transactions.

A statement reflecting the            amount of cash received by the Transfer Agent will be issued on receipt of each cash            deposit. The statements are the record of the costs of shares and should be retained            for tax purposes.

The reinvestment of dividends            and capital gains distributions does not relieve the Participant of any tax that may be            payable on such dividends and distributions. The Transfer Agent will report to each            Participant the taxable amount of dividends and distributions credited to his or her            account.

The service fees for handling            capital gains distributions or income dividends will be paid by the Fund. Participants            will be charged a $1.00 service fee for each optional cash investment and a pro rata            share of brokerage commissions on all open-market purchases.

Participants may terminate their            accounts under the Plan by notifying the Transfer Agent in writing. Such termination            will be effective immediately if such Participant's notice is received by the Transfer            Agent not less than 10 days prior to any dividend or distribution record date;            otherwise, such termination will be effective as soon as practicable upon completion of            the reinvestment of capital gains distributions or income dividends. The Plan may            be terminated by the Fund upon notice in writing mailed to Participants at least 30            days prior to any record date for the payment of any dividend or distribution by the            Fund. The terms and conditions of the Plan may be amended or supplemented by the Fund            at any time or times, but, except when necessary or appropriate to comply with            applicable law or the rules or policies of the Securities and Exchange Commission, any            securities exchange on which shares of the Fund's common stock are listed, or any other            regulatory authority and with certain other limited exceptions, only by mailing to            Participants appropriate written notice at least 30 days prior to the effective date            thereof.

If a            Participant elects, by notice to the Plan Agent in writing in advance of such            termination, to have the Plan Agent sell part or all of such Participant's shares and            remit the proceeds to such Participant, the Plan Agent is authorized to deduct a fee of            5% of the gross proceeds, to a maximum of $3.50, plus brokerage commissions for this            transaction and any transfer taxes.

All correspondence and inquiries            concerning the Plan, and requests for additional information about the Plan, should be            directed to the Transfer Agent at P.O. Box 219066, Kansas City, Missouri 64105 or (800)            294-4366.

**Investment Management            Agreement Approval**

The Board of Directors,            including the Independent Directors, approved the renewal of your Fund's            investment management agreement (the "Agreement") with Deutsche Investment Management            Americas Inc. ("DIMA") the sub-advisory agreement (the "Sub-Advisory Agreement," and            together with the Agreement, the "Agreements") between DIMA and RREEF America LLC            ("RREEF") in September 2008.

In terms of the process that the            Board followed prior to approving the Agreements, shareholders should know            that:

• At            the present time, all but one of your Fund's Directors are independent of DIMA and its            affiliates.

•            The Directors meet frequently to discuss fund matters. Each year, the Directors            dedicate part or all of several meetings to contract review matters. Over the course of            several months, the Board's Contract Committee, in coordination with the Board's Equity            Oversight Committee, reviewed comprehensive materials received from DIMA, independent            third parties and independent counsel. These materials included an analysis of the            Fund's performance, fees and expenses, and profitability compiled by the Fund's            independent fee consultant. The Board also received extensive information throughout            the year regarding performance of the Fund.

•            The Directors regularly meet privately with their independent counsel (and, as needed,            other advisors) to discuss contract review and other matters. In addition, the            Directors were also advised by the Fund's independent fee consultant in the course of            their review of the Fund's contractual arrangements and considered a comprehensive            report prepared by the independent fee consultant in connection with their            deliberations (the "IFC Report").

• In            connection with reviewing the Agreements, the Board also reviewed the terms of the            Fund's transfer agency agreement and other material service agreements.

•            Based on its evaluation of the information provided, the Contract Committee presented            its findings and recommendations to the Independent Directors as a group. The            Independent Directors reviewed the Contract Committee's findings and recommendations            and presented their recommendations to the full Board.

In connection            with the contract review process, the Contract Committee and the Board considered the            factors discussed below, among others. The Board also considered that DIMA and its            predecessors have managed the Fund since its inception, and the Board believes that a            long-term relationship with a capable, conscientious advisor is in the best interests            of the Fund. The Board considered, generally, that shareholders invested in the Fund            knowing that DIMA managed the Fund, and that the Agreement was approved by the Fund's            shareholders at a special meeting held in 2006. As you may know, DIMA and RREEF are            part of Deutsche Bank, a major global banking institution that is engaged in a wide            range of financial services. The Board believes that there are significant advantages            to being part of a global asset management business that offers a wide range of            investing expertise and resources, including hundreds of portfolio managers and            analysts with research capabilities in many countries throughout the world.

While shareholders may focus            primarily on fund performance and fees, the Fund's Board considers these and many other            factors, including the quality and integrity of DIMA's personnel and such other            issues as back-office operations, fund valuations, and compliance policies and            procedures.

**Nature,            Quality and Extent of Services.** The Board considered the terms of the            Agreement, including the scope of services provided under the Agreement. The Board            noted that, under the Agreement, DIMA and RREEF provide portfolio management and            administrative services to the Fund. The Board considered the experience and            skills of senior management and investment personnel, the resources made available            to such personnel, the ability of DIMA and RREEF to attract and retain            high-quality personnel, and the organizational depth and stability of DIMA and            RREEF. The Board reviewed the Fund's performance over short-term and long-term periods            and compared those returns to various agreed-upon performance measures, including            market indices and a peer universe compiled by the independent fee consultant using            information supplied by Lipper Inc. ("Lipper"). The Board also noted that it has put a            process into place of identifying "Focus Funds" (e.g., funds performing poorly relative            to their benchmark or a peer group compiled by Lipper), and receives more frequent            reporting and information from DIMA regarding such funds, along with DIMA's remedial            plans to address underperformance. The Board believes this process is an effective            manner of identifying and addressing underperforming funds. Based on the information            provided, the Board noted that for the one-, three- and five-year periods ended            December 31, 2007, the Fund's performance was in the 3rd quartile, 3rd quartile and 2nd            quartile, respectively, of the applicable Lipper universe (the 1st quartile being the            best performers and the 4th quartile being the worst performers). The Board also            observed that the Fund has underperformed its benchmark in each of the one-, three- and            five-year periods ended December 31, 2007. The Board also noted the disappointing            investment performance of the Fund in recent periods and continued to discuss with            senior management of DIMA and RREEF the factors contributing to such underperformance            and actions being taken to improve performance. The Board observed that the Fund had            experienced improved relative performance during the first six months of            2008.

On the basis            of this evaluation and the ongoing review of investment results by the Board, the Board            concluded that the nature, quality and extent of services provided by DIMA historically            have been and continue to be satisfactory.

**Fees and            Expenses.** The Board considered the Fund's investment management fee schedule            and sub-advisory fee schedule, operating expenses, and total expense ratios, and            comparative information provided by Lipper and the independent fee consultant regarding            investment management fee rates paid to other investment advisors by similar funds (1st            quartile being the most favorable and 4th quartile being the least favorable). With            respect to management fees paid to other investment advisors by similar funds, the            Board noted that the contractual fee rates paid by the Fund were lower than the median            (1st quartile) of the applicable Lipper peer group (based on Lipper data provided as of            December 31, 2007). With respect to the sub-advisory fee paid to RREEF, the Board noted            that the fee is paid by DIMA out of its fee and not directly by the Fund. The Board            noted that the Fund's total (net) operating expenses (excluding 12b-1 fees) were            expected to be lower than the median (1st quartile) of the applicable Lipper expense            universe (based on Lipper data provided as of December 31, 2007) ("Lipper Universe            Expenses"). The Board considered the Fund's management fee rate as compared to fees            charged by DIMA and certain of its affiliates for comparable mutual funds and            considered differences in fund and fee structures between the DWS Funds. The Board also            considered how the Fund's total (net) operating expenses compared to the total (net)            operating expenses of a more customized peer group selected by Lipper (based on such            factors as asset size). The Board concluded that the Fund's fee schedule represents an            appropriate sharing between the Fund and DIMA of such economies of scale as may exist            in the management of the Fund at current asset levels.

On the basis of the information            provided, the Board concluded that management fees were reasonable and appropriate in            light of the nature, quality and extent of services provided by DIMA and            RREEF.

**Profitability.** The Board reviewed            detailed information regarding revenues received by DIMA under the Agreement. The Board            considered the estimated costs and pre-tax profits realized by DIMA from advising the            DWS Funds, as well as estimates of the pre-tax profits attributable to managing the            Fund in particular. The Board also received information regarding the estimated            enterprise-wide profitability of the DWS Investments organization with respect to all            fund services in totality and by fund. The Board reviewed DIMA's methodology in            allocating its costs to the management of the Fund. Based on the information            provided, the Board concluded that the pre-tax profits realized by DIMA in connection            with the management of the Fund were not unreasonable. The Board also reviewed            information regarding the profitability of certain similar investment management firms.            The Board noted that while information regarding the profitability of such firms is            limited (and in some cases is not necessarily prepared on a comparable basis), DIMA and            its affiliates' overall profitability with respect to the DWS Investments fund complex            (after taking into account distribution and other services provided to the funds by            DIMA and its affiliates) was lower than the overall profitability levels of many            comparable firms for which such data was available.

**Other Benefits to DIMA and Its            Affiliates.** The Board also considered the character and amount of other            incidental benefits received by DIMA and its affiliates, including any fees received by            DIMA for administrative services provided to the Fund and any fees received by an            affiliate of DIMA for distribution services. The Board also considered benefits to DIMA            related to brokerage and soft-dollar allocations, including allocating brokerage to pay            for research generated by parties other than the executing broker dealers, which            pertain primarily to funds investing in equity securities, along with the incidental            public relations benefits to DIMA related to DWS Funds advertising and cross-selling            opportunities among DWS Investments products and services. The Board concluded that            management fees were reasonable in light of these fallout benefits.

**Compliance.** The Board considered            the significant attention and resources dedicated by DIMA to documenting and enhancing            its compliance processes in recent years. The Board noted in particular (i) the            experience and seniority of DIMA's chief compliance officer; (ii) the large number of            compliance personnel who report to DIMA's chief compliance officer; and (iii) the            substantial commitment of resources by DIMA and its affiliates to compliance            matters.

Based on all of the information            considered and the conclusions reached, the Board (including a majority of the            Independent Directors) determined that the continuation of the Agreements is in the            best interests of the Fund. In making this determination the Board did not give            particular weight to any single factor identified above. The Board considered these            factors over the course of numerous meetings, certain of which were in executive            session with only the Independent Directors and their counsel present. It is possible            that individual Directors may have weighed these factors differently in reaching their            individual decisions to approve the continuation of the Agreements.

**Board Members and            Officers**

The following table presents            certain information regarding the Board Members and Officers of the Corporation as of            December 31, 2008. Each Board Member's year of birth is set forth in parentheses after            his or her name. Unless otherwise noted, (i) each Board Member has engaged in the            principal occupation(s) noted in the table for at least the most recent five years,            although not necessarily in the same capacity; and (ii) the address of each Independent            Board Member is c/o Dawn-Marie Driscoll, PO Box 100176, Cape Coral, FL 33904.            Except as otherwise noted below, the term of office for each Board Member is until the            election and qualification of a successor, or until such Board Member sooner dies,            resigns, is removed or as otherwise provided in the governing documents of the fund.            The Board Members may also serve in similar capacities with other funds in the fund            complex. The Length of Time Served represents the year in which the Board Member joined            the board of one or more DWS funds now overseen by the Board.
| **Independent Board Members**                                                                                            |
|--------------------------------------------------------------------------------------------------------------------------|
| **Name,                        Year of Birth, Position with the Fund and Length of Time                        Served1** | **Business Experience and Directorships                        During the Past Five Years** | **Number                        of Funds in DWS Fund Complex Overseen** |
| Paul K. Freeman (1950)Chairperson since 20092Board Member since 1993                                                     | Consultant, World Bank/Inter-American                    Development Bank; Governing Council of the Independent Directors Council                    (governance, executive committees); formerly, Project Leader, International                    Institute for Applied Systems Analysis (1998-2001); Chief Executive Officer,                    The Eric Group, Inc. (environmental insurance) (1986-1998) | 134 |
| Dawn-Marie Driscoll (1946)Board Member since 1987                                                                        | President, Driscoll Associates (consulting                    firm); Executive Fellow, Center for Business Ethics, Bentley University;                    formerly, Partner, Palmer & Dodge (1988-1990); Vice President of Corporate                    Affairs and General Counsel, Filene's (1978-1988). Directorships: Trustee of 20                    open-end mutual funds managed by Sun Capital Advisers, Inc. (since 2007);                    Director of ICI Mutual Insurance Company (since 2007); Advisory Board, Center                    for Business Ethics, Bentley University; Trustee, Southwest Florida Community                    Foundation (charitable organization). Former Directorships: Investment Company                    Institute (audit, executive, nominating committees) and Independent Directors                    Council (governance, executive committees) | 134 |
| John W. Ballantine (1946)Board Member since 1999                                                                         | Retired; formerly, Executive Vice President and                    Chief Risk Management Officer, First Chicago NBD Corporation/The First National                    Bank of Chicago (1996-1998); Executive Vice President and Head of International                    Banking (1995-1996). Directorships: Healthways, Inc. (provider of disease and                    care management services); Portland General Electric (utility company);                    Stockwell Capital Investments PLC (private equity). Former Directorships: First                    Oak Brook Bancshares, Inc. and Oak Brook Bank | 134 |
| Henry P. Becton, Jr. (1943)Board Member since 1990                                                                       | Vice Chair, WGBH Educational Foundation.                    Directorships: Association of Public Television Stations; Becton Dickinson and                    Company3 (medical technology company); Belo Corporation3                    (media company); Boston Museum of Science; Public Radio International; PRX, The                    Public Radio Exchange; The PBS Foundation. Former Directorships: American                    Public Television; Concord Academy; New England Aquarium; Mass. Corporation for                    Educational Telecommunications; Committee for Economic Development; Public                    Broadcasting Service | 134 |
| Keith R. Fox (1954)Board Member since 1996                                                                               | Managing General Partner, Exeter Capital                    Partners (a series of private investment funds). Directorships: Progressive                    Holding Corporation (kitchen goods importer and distributor); Box Top Media                    Inc. (advertising); The Kennel Shop (retailer) | 134 |
| Kenneth C. Froewiss (1945)Board Member since 2001                                                                        | Clinical Professor of Finance, NYU Stern School                    of Business (1997-present); Member, Finance Committee, Association for Asian                    Studies (2002-present); Director, Mitsui Sumitomo Insurance Group (US)                    (2004-present); prior thereto, Managing Director, J.P. Morgan (investment                    banking firm) (until 1996) | 134 |
| Richard J. Herring (1946)Board Member since 1990                                                                         | Jacob Safra Professor of International Banking                    and Professor, Finance Department, The Wharton School, University of                    Pennsylvania (since July 1972); Co-Director, Wharton Financial Institutions                    Center (since July 2000); Director, Japan Equity Fund, Inc. (since September                    2007), Thai Capital Fund, Inc. (since September 2007), Singapore Fund, Inc.                    (since September 2007). Formerly, Vice Dean and Director, Wharton Undergraduate                    Division (July 1995-June 2000); Director, Lauder Institute of International                    Management Studies (July 2000-June 2006) | 134 |
| William McClayton (1944)Board Member since 2004                                                                          | Managing Director, Diamond Management &                    Technology Consultants, Inc. (global management consulting firm)                    (2001-present); Directorship: Board of Managers, YMCA of Metropolitan Chicago;                    formerly: Senior Partner, Arthur Andersen LLP (accounting) (1966-2001);                    Trustee, Ravinia Festival | 134 |
| Rebecca W. Rimel (1951)Board Member since 1995                                                                           | President and Chief Executive Officer, The Pew                    Charitable Trusts (charitable organization) (1994 to present); Trustee, Thomas                    Jefferson Foundation (charitable organization) (1994 to present); Trustee,                    Executive Committee, Philadelphia Chamber of Commerce (2001-2007); Trustee, Pro                    Publica (2007-present) (charitable organization). Formerly, Executive Vice                    President, The Glenmede Trust Company (investment trust and wealth management)                    (1983-2004); Board Member, Investor Education (charitable organization)                    (2004-2005); Director, Viasys Health Care3                    (January 2007-June 2007) | 134 |
| William N. Searcy, Jr. (1946)Board Member since 1993                                                                     | Private investor since October 2003; Trustee of                    20 open-end mutual funds managed by Sun Capital Advisers, Inc. (since October                    1998). Formerly, Pension & Savings Trust Officer, Sprint                    Corporation3 (telecommunications) (November 1989-September                    2003) | 134 |
| Jean Gleason Stromberg (1943)Board Member since 1997                                                                     | Retired. Formerly, Consultant (1997-2001);                    Director, US Government Accountability Office (1996-1997); Partner, Fulbright                    & Jaworski, L.L.P. (law firm) (1978-1996). Directorships: The William and                    Flora Hewlett Foundation; Business Leadership Council, Wellesley College.                    Former Directorships: Service Source, Inc., Mutual Fund Directors Forum                    (2002-2004), American Bar Retirement Association (funding vehicle for                    retirement plans) (1987-1990 and 1994-1996) | 134 |
| Robert H. Wadsworth(1940)Board Member since 1999                                                                         | President, Robert H. Wadsworth &                    Associates, Inc. (consulting firm) (1983 to present); Director, The Phoenix                    Boys Choir Association | 137 |
| **Interested Board Member**                                                                                              |
|--------------------------------------------------------------------------------------------------------------------------|
| **Name,                        Year of Birth, Position with the Fund and Length of Time                        Served1** | **Business Experience and Directorships                        During the Past Five Years** | **Number                        of Funds in Fund Complex Overseen** |
| Axel Schwarzer4 (1958)Board Member since 2006                                                                            | Managing Director5, Deutsche Asset                    Management; Head of Deutsche Asset Management Americas; CEO of DWS Investments;                    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) | 134 |
| **Officers6**                                                                                                            |
|--------------------------------------------------------------------------------------------------------------------------|
| **Name,                        Year of Birth, Position with the Fund and Length of Time                        Served7** | **Principal Occupation(s) During Past 5                        Years and Other Directorships Held** |
| Michael G. Clark8 (1965)President, 2006-present                                                                          | Managing Director5, Deutsche Asset                    Management (2006-present); President of DWS family of funds; Director, ICI                    Mutual Insurance Company (since October 2007); formerly, Director of Fund Board                    Relations (2004-2006) and Director of Product Development (2000-2004), Merrill                    Lynch Investment Managers; Senior Vice President Operations, Merrill Lynch                    Asset Management (1999-2000) |
| John Millette9 (1962)Vice President and Secretary,                    1999-present                                       | Director5, Deutsche Asset                    Management |
| Paul H. Schubert8 (1963)Chief Financial Officer,                    2004-presentTreasurer, 2005-present                  | Managing Director5, Deutsche Asset                    Management (since July 2004); formerly, Executive Director, Head of Mutual Fund                    Services and Treasurer for UBS Family of Funds (1998-2004); Vice President and                    Director of Mutual Fund Finance at UBS Global Asset Management                    (1994-1998) |
| Caroline Pearson9 (1962)Assistant Secretary, 1997-present                                                                | Managing Director5, Deutsche Asset                    Management |
| Rita Rubin10 (1970)Assistant Secretary, 2009-present                                                                     | Vice President and Counsel, Deutsche Asset                    Management (since October 2007); formerly, Vice President, Morgan Stanley                    Investment Management (2004-2007); Attorney, Shearman & Sterling LLP                    (2004); Vice President and Associate General Counsel, UBS Global Asset                    Management (2001-2004) |
| Paul Antosca9 (1957)Assistant Treasurer, 2007-present                                                                    | Director5, Deutsche Asset Management                    (since 2006); Vice President, The Manufacturers Life Insurance Company (U.S.A.)                    (1990-2006) |
| Jack Clark9 (1967)Assistant Treasurer, 2007-present                                                                      | Director5, Deutsche Asset Management                    (since 2007); formerly, Vice President, State Street Corporation                    (2002-2007) |
| Diane Kenneally9 (1966)Assistant Treasurer, 2007-present                                                                 | Director5, Deutsche Asset                    Management |
| Jason Vazquez10 (1972)Anti-Money Laundering Compliance Officer,                    2007-present                          | Vice President, Deutsche Asset Management                    (since 2006); formerly, AML Operations Manager for Bear Stearns (2004-2006),                    Supervising Compliance Principal and Operations Manager for AXA Financial                    (1999-2004) |
| Robert Kloby10 (1962)Chief Compliance Officer,                    2006-present                                           | Managing Director5, Deutsche Asset                    Management (2004-present); formerly, Chief Compliance Officer/Chief Risk                    Officer, Robeco USA (2000-2004); Vice President, The Prudential Insurance                    Company of America (1988-2000); E.F. Hutton and Company (1984-1988) |
| J. Christopher Jackson10                    (1951)Chief Legal Officer, 2006-present                                      | Director5, Deutsche Asset Management                    (2006-present); formerly, Director, Senior Vice President, General Counsel and                    Assistant Secretary, Hansberger Global Investors, Inc. (1996-2006); Director,                    National Society of Compliance Professionals (2002-2005) (2006-2009) |

**Additional            Information**
| **Automated Information                        Line**                    | **DWS                        Investments Closed-End Fund Info Line**

**(800)                        349-4281**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|--------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **Web                        Site**                                      | **www.dws-investments.com**
Obtain quarterly fact sheets, financial                        reports, press releases and webcasts when available.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| **Written Correspondence**                                               | **Deutsche Investment Management Americas                        Inc.**
345 Park AvenueNew York, NY 10154                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| **Proxy                        Voting**                                  | The fund's policies and procedures for voting                    proxies for portfolio securities and information about how the fund voted                    proxies related to its portfolio securities during the 12-month period                    endedJune 30are available on our Web site —                    www.dws-investments.com (click on "proxy voting"at the bottom of the page)                    — or on the SEC's Web site — www.sec.gov. To obtain a written copy                    of the fund's policies and procedures without charge, upon request, call us                    toll free at (800) 621-1048. |
| **Legal                        Counsel**                                 | **Ropes                        & Gray LLP**
One International PlaceBoston, MA 02110                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| **Dividend Reinvestment Plan                        Agent**              | **Computershare Inc.**
P.O. Box 43078Providence, RI 02940-3078                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| **Shareholder Service Agent**                                            | **DWS                        Investments Service Company**
P.O. Box 219066Kansas City, MO 64121-9066
**(800)                        294-4366**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| **Custodian and Transfer                        Agent**                  | **State                        Street Bank and Trust Company**
225 Franklin StreetBoston, MA 02110                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| **Independent Registered Public Accounting                        Firm** | **PricewaterhouseCoopers                        LLP**
125 High StreetBoston, MA 02110                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| **AMEX                        Symbol**                                   | SRQ                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| **CUSIP                        Numbers** | Common Shares                                             | 233384 106 |
|------------------------------------------|-----------------------------------------------------------|------------|
|                                     | Auction Rate Preferred Shares Series                    A | 233384 205 |
|                                     | Auction Rate Preferred Shares Series                    B | 233384 304 |

----

 

| **ITEM 2.** | **CODE OF ETHICS**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|-------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|        | As of the end of the period, December 31, 2008 DWS RREEF                            Real Estate Fund, Inc. has a code of ethics, as defined in Item 2 of                            Form N-CSR, that applies to its Principal Executive Officer and                            Principal Financial Officer.

                             

There have been no amendments to, or waivers from, a                            provision of the code of ethics during the period covered by this                            report that would require disclosure under Item 2.

                             

A copy of the code of ethics is filed as an exhibit to                            this Form N-CSR.

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| **ITEM 3.** | **AUDIT COMMITTEE FINANCIAL EXPERT**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|        | The Funds’ audit committee is comprised solely of                            trustees who are “independent” (as such term has been                            defined by the Securities and Exchange Commission (“SEC”)                            in regulations implementing Section 407 of the Sarbanes-Oxley Act (the                            “Regulations”)). The Funds’ Board of Trustees has                            determined that there are several “audit committee financial                            experts” (as such term has been defined by the Regulations)                            serving on the Funds’ audit committee including Mr. William                            McClayton, the chair of the Funds’ audit committee. The SEC has                            stated that an audit committee financial expert is not an                            “expert” for any purpose, including for purposes of Section                            11 of the Securities Act of 1933 and the designation or identification                            of a person as an audit committee financial expert pursuant to this                            Item 3 of Form N-CSR does not impose on such person any duties,                            obligations or liability that are greater than the duties, obligations                            and liability imposed on such person as a member of the audit committee                            and board of directors in the absence of such designation or                            identification. |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| **ITEM 4.** | **PRINCIPAL ACCOUNTANT FEES AND SERVICES**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |

 

 

**DWS RREEF REAL ESTATE FUND, INC.**

**FORM N-CSR DISCLOSURE RE: AUDIT FEES**

The            following table shows the amount of fees that PricewaterhouseCoopers, LLP            (“PWC”), the Fund’s independent registered public accounting firm,            billed to the Fund during the Fund’s last two fiscal years. The Audit Committee            approved in advance all audit services and non-audit services that PWC provided to the            Fund.

The            Audit Committee has delegated certain pre-approval responsibilities to its Chairman            (or, in his absence, any other member of the Audit Committee).

**Services that the Fund’s Independent Registered Public            Accounting Firm Billed to the Fund**

 

| Fiscal YearEndedDecember 31, | Audit Fees Billed to Fund | Audit-RelatedFees Billed to Fund | Tax Fees Billed to Fund | AllOther Fees Billed to Fund |
|------------------------------|---------------------------|----------------------------------|-------------------------|------------------------------|
| 2008                         | $63,800                   | $0                               | $0                      | $10,000                      |
| 2007                         | $61,800                   | $0                               | $0                      | $10,000                      |

 

 

**Services that the Fund’s Independent Registered Public            Accounting Firm Billed to the Adviser and Affiliated Fund Service            Providers**

The            following table shows the amount of fees billed by PWC to Deutsche Investment            Management Americas, Inc. (“DeIM” or the “Adviser”), and any            entity controlling, controlled by or under common control with DeIM (“Control            Affiliate”) that provides ongoing services to the Fund (“Affiliated Fund            Service Provider”), for engagements directly related to the Fund’s            operations and financial reporting, during the Fund’s last two fiscal            years.

 

| Fiscal YearDecember 31, | Audit-RelatedFees Billed to Adviser and Affiliated Fund Service                            Providers | Tax Fees Billed to Adviser and Affiliated Fund                            Service Providers | AllOther Fees Billed to Adviser and Affiliated Fund Service                            Providers |
|-------------------------|------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------|
| 2008                    | $0                                                                                                   | $19,000                                                                                     | $0                                                                                               |
| 2007                    | $58,500                                                                                              | $25,000                                                                                     | $0                                                                                               |

 

The            “Audit-Related Fees” were billed for services in connection with the            agreed-upon procedures related to fund mergers and the above “Tax Fees”            were billed in connection with tax consultation and agreed-upon procedures.

**Non-Audit Services**

The            following table shows the amount of fees that PWC billed during the Fund’s last            two fiscal years for non-audit services. The Audit Committee pre-approved all non-audit            services that PWC provided to the Adviser and any Affiliated Fund Service Provider that            related directly to the Fund’s operations and financial reporting. The Audit            Committee requested and received information from PWC about any non-audit services that            PWC rendered during the Fund’s last fiscal year to the Adviser and any Affiliated            Fund Service Provider. The Committee considered this information in evaluating            PWC’s independence.

 

| Fiscal YearEndedDecember 31, | TotalNon-Audit Fees Billed to Fund

(A) | Total Non-Audit Fees billed to Adviser and Affiliated                            Fund Service Providers (engagements related directly to the operations                            and financial reporting of the Fund)

(B) | Total Non-Audit Fees billed to Adviser and Affiliated                            Fund Service Providers (all other engagements)

(C) | Total of (A), (B)and (C) |
|------------------------------|-----------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------|--------------------------|
| 2008                         | $10,000                                 | $19,000                                                                                                                                                                                                                      | $0                                                                                                                                   | $29,000                  |
| 2007                         | $10,000                                 | $25,000                                                                                                                                                                                                                      | $600,000                                                                                                                             | $635,000                 |

 

 

All            other engagement fees were billed for services provided by PWC for services related to            consulting on an IT project.

 

***

 

PwC            advised the Fund's Audit Committee that PwC has identified two matters that it            determined to be inconsistent with the SEC's auditor independence rules. In the first            instance, an employee of PwC had power of attorney over an account which included DWS            funds. The employee did not perform any audit services for the DWS Funds, but did work            on a non audit project for Deutsche Bank AG. In the second instance, an employee of PwC            served as a nominee shareholder (effectively equivalent to a Trustee) of various            companies/trusts since 2001. Some of these companies held shares of Aberdeen, a sub            advisor to certain DWS Funds, and of certain funds sponsored by subsidiaries of            Deutsche Bank AG. The trustee relationship has ceased. PwC informed the Audit Committee            that these matters could have constituted an investment in an affiliate of an audit            client in violation of the Rule 2-01(c)(1) of Regulation S-X. PwC advised the Audit            Committee that PwC believes its independence had not been impacted as it related to the            audits of the Fund. In reaching this conclusion, PwC noted that during the time of its            audit, the engagement team was not aware of the investment and that PwC does not            believe these situations affected PwC's ability to act objectively and impartially and            to issue a report on financial statements as the funds' independent auditor.

 

 

|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|-------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **ITEM 5.** | **AUDIT COMMITTEE OF LISTED REGISTRANTS**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|        | The registrant has a separately-designated standing                            audit committee established in accordance with Section 3(a)(58)(A) of                            the Securities Exchange Act of 1934, as amended. The registrant's audit                            committee consists of William McClayton (Chairman), Keith R. Fox,                            Kenneth C. Froewiss, Henry P. Becton, Jr., John W. Ballantine and                            William N. Searcy.

                              |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| **ITEM 6.** | **SCHEDULE OF INVESTMENTS**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|        | Not Applicable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| **ITEM 7.** | **DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES                            FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES**                                                                                                                                                                                                                                                                                                                                                                                                    |

 

Proxy Voting and Guidelines

|   | **I.** | **INTRODUCTION** |
|--------|--------|------------------|

 

AM            has adopted and implemented the following policies and procedures, which it believes            are reasonably designed to ensure that proxies are voted in the best economic interest            of clients, in accordance with its fiduciary duties and local regulation. These Proxy            Voting Policies, Procedures and Guidelines shall apply to all accounts managed by US            domiciled advisers and to all US client accounts managed by non US regional offices.            Non US regional offices are required to maintain procedures and to vote proxies as may            be required by law on behalf of their non US clients. In

 

addition, AM’s proxy policies reflect the fiduciary standards and            responsibilities for ERISA accounts.

The            attached guidelines represent a set of global recommendations that were determined by            the Global Proxy Voting Sub-Committee (“the GPVSC”). These guidelines were            developed to provide AM with a comprehensive list of recommendations that represent how            AM will generally vote proxies for its clients. The recommendations derived from the            application of these guidelines are not intended to influence the various AM legal            entities either directly or indirectly by parent or affiliated companies. In addition,            the organizational structures and documents of the various AM legal entities allows,            where necessary or appropriate, the execution by individual AM subsidiaries of the            proxy voting rights independently of any DB parent or affiliated company. This applies            in particular to non U.S. fund management companies. The individuals that make proxy            voting decisions are also free to act independently, subject to the normal and            customary supervision by the management/boards of these AM legal entities.

|   | **II.** | **AM’S PROXY VOTING                            RESPONSIBILITIES** |
|--------|---------|-------------------------------------------------------------------------|

Proxy votes are the property of AM’s advisory clients.1            As such, AM’s authority and responsibility to vote such proxies depend upon its            contractual relationships with its clients. AM has delegated responsibility for            effecting its advisory clients’ proxy votes to Institutional Shareholder Services            (“ISS”), an independent third-party proxy voting specialist. ISS votes            AM’s advisory clients’ proxies in accordance with AM’s proxy            guidelines or AM’s specific instructions. Where a client has given specific            instructions as to how a proxy should be voted, AM will notify ISS to carry out those            instructions. Where no specific instruction exists, AM will follow the procedures in            voting the proxies set forth in this document. Certain Taft-Hartley clients may direct            AM to have ISS vote their proxies in accordance with Taft Hartley voting            Guidelines

Clients may in certain instances contract with their custodial agent and            notify AM that they wish to engage in securities lending transactions. In such cases,            it is the responsibility of the custodian to deduct the number of shares that are on            loan so that they do not get voted twice.

|   | **III.** | **POLICIES** |
|--------|----------|--------------|

|   | ***1.*** | ***Proxy voting activities are conducted in the best                            economic interest of clients*** |
|--------|----------|-----------------------------------------------------------------------------------------------------------------|

AM            has adopted the following policies and procedures to ensure that proxies are voted in            accordance with the best economic interest of its clients, as determined by AM in good            faith after appropriate review.

|   | ***2.*** | ***The Global Proxy Voting                            Sub-Committee*** |
|--------|----------|------------------------------------------------------------------------|

The            Global Proxy Voting Sub-Committee (the “GPVSC”) is an internal working            group established by the applicable AM’s Investment Risk Oversight Committee            pursuant to a written charter. The GPVSC is responsible for overseeing AM’s proxy            voting activities, including:

_________________________

1 purposes of these Policies and            Procedures, “clients” refers to persons or entities: for which AM serves as            investment adviser or sub-adviser; for which AM votes proxies; and that have an            economic or beneficial ownership interest in the portfolio securities of issuers            soliciting such proxies.

 

| (i) | adopting, monitoring and updating guidelines, attached                            as Exhibit A (the “Guidelines”), that provide how AM will                            generally vote proxies pertaining to a comprehensive list of common                            proxy voting matters; |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (ii) | voting proxies where (A) the issues are not covered by                            specific client instruction or the Guidelines; (B) the Guidelines                            specify that the issues are to be determined on a case-by-case basis;                            or (C) where an exception to the Guidelines may be in the best economic                            interest of AM’s clients; and |
|------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (iii) | monitoring the Proxy Vendor Oversight’s proxy                            voting activities (see below). |
|-------|---------------------------------------------------------------------------------------------------------------|

AM’s Proxy Vendor Oversight, a function of AM’s Operations            Group, is responsible for coordinating with ISS to administer AM’s proxy voting            process and for voting proxies in accordance with any specific client instructions or,            if there are none, the Guidelines, and overseeing ISS’ proxy responsibilities in            this regard.

|   | ***3.*** | ***Availability of Proxy Voting Policies and                            Procedures and proxy voting record*** |
|--------|----------|---------------------------------------------------------------------------------------------------------------|

Copies of these Policies and Procedures, as they may be updated from            time to time, are made available to clients as required by law and otherwise at            AM’s discretion. Clients may also obtain information on how their proxies were            voted by AM as required by law and otherwise at AM’s discretion; however, AM must            not selectively disclose its investment company clients’ proxy voting records.            The Proxy Vendor Oversight will make proxy voting reports available to advisory clients            upon request. The investment companies’ proxy voting records will be disclosed to            shareholders by means of publicly-available annual filings of each company’s            proxy voting record for 12-month periods ended June 30 (see “Recordkeeping”            below), if so required by relevant law.

|   | **IV.** | **PROCEDURES** |
|--------|---------|----------------|

The            key aspects of AM’s proxy voting process are as follows:

|   | ***1.*** | ***The GPVSC’s Proxy Voting                            Guidelines*** |
|--------|----------|----------------------------------------------------------------------------|

The            Guidelines set forth the GPVSC’s standard voting positions on a comprehensive            list of common proxy voting matters. The GPVSC has developed, and continues to update            the Guidelines based on consideration of current corporate governance principles,            industry standards, client feedback, and the impact of the matter on issuers and the            value of the investments.

The            GPVSC will review the Guidelines as necessary to support the best economic interests of            AM’s clients and, in any event, at least annually. The GPVSC will make changes to            the Guidelines, whether as a result of the annual review or otherwise, taking solely            into account the best economic interests of clients. Before changing the Guidelines,            the GPVSC will thoroughly review and evaluate the proposed change and the reasons            therefore, and the GPVSC Chair will ask GPVSC members whether anyone outside of the AM            organization (but within Deutsche Bank and its affiliates) or any entity that            identifies itself as a AM advisory client has requested or attempted to influence the            proposed change and whether any member has a conflict of interest with respect to the            proposed change. If any such matter is reported to the GPVSC Chair, the Chair will            promptly notify the Conflicts of Interest Management Sub-Committee (see below) and will            defer the approval, if possible. Lastly, the GPVSC will fully document its rationale            for approving any change to the Guidelines.

 

The            Guidelines may reflect a voting position that differs from the actual practices of the            public company(ies) within the Deutsche Bank organization or of the investment            companies for which AM or an affiliate serves as investment adviser or sponsor.            Investment companies, particularly closed-end investment companies, are different from            traditional operating companies. These differences may call for differences in voting            positions on the same matter. Further, the manner in which AM votes investment company            proxies may differ from proposals for which a AM-advised or sponsored investment            company solicits proxies from its shareholders. As reflected in the Guidelines, proxies            solicited by closed-end (and open-end) investment companies are generally voted in            accordance with the pre-determined guidelines of ISS. See Section IV.3.B.

Funds (“Underlying Funds”) in which Topiary Fund Management            Fund of Funds (each, a “Fund”) invest, may from time to time seek to revise            their investment terms (i.e. liquidity, fees, etc.) or investment structure. In such            event, the Underlying Funds may require approval/consent from its investors to effect            the relevant changes. Topiary Fund Management has adopted Proxy Voting Procedures which            outline the process for these approvals.

|   | ***2.*** | ***Specific proxy voting decisions made by the                            GPVSC*** |
|--------|----------|------------------------------------------------------------------------------------|

The            Proxy Vendor Oversight will refer to the GPVSC all proxy proposals (i) that are not            covered by specific client instructions or the Guidelines; or (ii) that, according to            the Guidelines, should be evaluated and voted on a case-by-case basis.

Additionally, if, the Proxy Vendor Oversight, the GPVSC Chair or any            member of the GPVSC, a portfolio manager, a research analyst or a sub-adviser believes            that voting a particular proxy in accordance with the Guidelines may not be in the best            economic interests of clients, that individual may bring the matter to the attention of            the GPVSC Chair and/or the Proxy Vendor Oversight.2

If            the Proxy Vendor Oversight refers a proxy proposal to the GPVSC or the GPVSC determines            that voting a particular proxy in accordance with the Guidelines is not in the best            economic interests of clients, the GPVSC will evaluate and vote the proxy, subject to            the procedures below regarding conflicts.

The            GPVSC endeavors to hold meetings to decide how to vote particular proxies sufficiently            before the voting deadline so that the procedures below regarding conflicts can be            completed before the GPVSC’s voting determination.

|   | ***3.*** | ***Certain proxy votes may not be                            cast*** |
|--------|----------|----------------------------------------------------------------------|

In            some cases, the GPVSC may determine that it is in the best economic interests of its            clients not to vote certain proxies. If the conditions below are met with regard to a            proxy proposal, AM will abstain from voting:

| **•** | Neither the Guidelines nor specific client instructions                            cover an issue; |
|------------|----------------------------------------------------------------------------------------------------|

| **•** | ISS does not make a recommendation on the                            issue; |
|------------|-----------------------------------------------------------------------------|

| **•** | The GPVSC cannot convene on the proxy proposal at issue                            to make a determination as to what would be in the client’s best                            interest. (This could happen, for example, if the Conflicts of Interest                            Management Sub-committee found that there was a material conflict or if                            despite all best efforts being made, the GPVSC quorum requirement could                            not be met). |
|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

_________________________

2 Proxy Vendor Oversight            generally monitors upcoming proxy solicitations for heightened attention from the press            or the industry and for novel or unusual proposals or circumstances, which may prompt            the Proxy Vendor Oversight to bring the solicitation to the attention of the GPVSC            Chair. AM portfolio managers, AM research analysts and sub-advisers also may bring a            particular proxy vote to the attention of the GPVSC Chair, as a result of their ongoing            monitoring of portfolio securities held by advisory clients and/or their review of the            periodic proxy voting record reports that the GPVSC Chair distributes to AM portfolio            managers and AM research analysts.

 

In            addition, it is AM’s policy not to vote proxies of issuers subject to laws of            those jurisdictions that impose restrictions upon selling shares after proxies are            voted, in order to preserve liquidity. In other cases, it may not be possible to vote            certain proxies, despite good faith efforts to do so. For example, some jurisdictions            do not provide adequate notice to shareholders so that proxies may be voted on a timely            basis. Voting rights on securities that have been loaned to third-parties transfer to            those third-parties, with loan termination often being the only way to attempt to vote            proxies on the loaned securities. Lastly, the GPVSC may determine that the costs to the            client(s) associated with voting a particular proxy or group of proxies outweighs the            economic benefits expected from voting the proxy or group of proxies.

The            Proxy Vendor Oversight will coordinate with the GPVSC Chair regarding any specific            proxies and any categories of proxies that will not or cannot be voted. The reasons for            not voting any proxy shall be documented.

|   | ***4.*** | ***Conflict of Interest Procedures*** |
|--------|----------|---------------------------------------|

|   | A. | Procedures to Address Conflicts of Interest and                            Improper Influence |
|--------|----|-----------------------------------------------------------------------------------------------|

*Overriding Principle*. In the limited            circumstances where the GPVSC votes proxies,3 the GPVSC will vote those            proxies in accordance with what it, in good faith, determines to be the best economic            interests of AM’s clients.4

*Independence of the GPVSC*. As a matter of            Compliance policy, the GPVSC and the Proxy Vendor Oversight are structured to be            independent from other parts of Deutsche Bank. Members of the GPVSC and the employee            responsible for Proxy Vendor Oversight are employees of AM. As such, they may not be            subject to the supervision or control of any employees of Deutsche Bank Corporate and            Investment Banking division (“CIB”). Their compensation cannot be based            upon their contribution to any business activity outside of AM without prior approval            of Legal and Compliance. They can have no contact with employees of Deutsche Bank            outside of the Private Client and Asset Management division (“PCAM”)            regarding specific clients, business matters or initiatives without the prior approval            of Legal and Compliance. They furthermore may not discuss proxy votes with any person            outside of AM (and within AM only on a need to know basis).

*Conflict Review Procedures*. There will be a            committee (the “Conflicts of Interest Management Sub-Committee”)            established within AM that will monitor for potential material conflicts of interest in            connection with proxy proposals that are to be evaluated by the GPVSC. Promptly upon a            determination that a vote shall be presented to the GPVSC, the GPVSC Chair shall notify            the Conflicts of Interest Management Sub-Committee. The Conflicts of Interest            Management Sub-Committee shall promptly collect and review any information deemed            reasonably appropriate to evaluate, in its reasonable judgment, if AM or any person            participating in the proxy voting process has, or has the appearance of, a material            conflict of interest. For the purposes of this policy, a conflict of interest shall be            considered “material” to the extent that a reasonable person could expect            the conflict to influence, or appear to influence, the GPVSC’s decision on the            particular vote at issue. GPVSC should provide the Conflicts of Interest Management            Sub-Committee a reasonable amount of time (no less than 24 hours) to perform all            necessary and appropriate reviews. To the extent that a conflicts review can not be            sufficiently completed by the Conflicts of Interest Management Sub-Committee the            proxies will be voted in accordance with the standard guidelines.

_________________________

3 mentioned above, the GPVSC            votes proxies (i) where neither a specific client instruction nor a Guideline directs            how the proxy should be voted, (ii) where the Guidelines specify that an issue is to be            determined on a case by case basis or (iii) where voting in accordance with the            Guidelines may not be in the best economic interests of clients.

| 4  | The Proxy Vendor Oversight, who serves as the non-voting                            secretary of the GPVSC, may receive routine calls from proxy solicitors                            and other parties interested in a particular proxy vote. Any contact                            that attempts to exert improper pressure or influence shall be reported                            to the Conflicts of Interest Management Sub-Committee. |
|---------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

The            information considered by the Conflicts of Interest Management Sub-Committee may            include without limitation information regarding (i) AM client relationships; (ii) any            relevant personal conflict known by the Conflicts of Interest Management Sub-Committee            or brought to the attention of that sub-committee; (iii) and any communications with            members of the GPVSC (or anyone participating or providing information to the GPVSC)            and any person outside of the AM organization (but within Deutsche Bank and its            affiliates) or any entity that identifies itself as a AM advisory client regarding the            vote at issue. In the context of any determination, the Conflicts of Interest            Management Sub-Committee may consult with, and shall be entitled to rely upon, all            applicable outside experts, including legal counsel.

Upon completion of the investigation, the Conflicts of Interest            Management Sub-Committee will document its findings and conclusions. If the Conflicts            of Interest Management Sub-Committee determines that (i) AM has a material conflict of            interest that would prevent it from deciding how to vote the proxies concerned without            further client consent or (ii) certain individuals should be recused from participating            in the proxy vote at issue, the Conflicts of Interest Management Sub-Committee will so            inform the GPVSC chair.

If            notified that AM has a material conflict of interest as described above, the GPVSC            chair will obtain instructions as to how the proxies should be voted either from (i) if            time permits, the effected clients, or (ii) in accordance with the standard guidelines.            If notified that certain individuals should be recused from the proxy vote at issue,            the GPVSC Chair shall do so in accordance with the procedures set forth            below.

Note: Any AM employee who becomes aware of a potential, material            conflict of interest in respect of any proxy vote to be made on behalf of clients shall            notify Compliance. Compliance shall call a meeting of the conflict review committee to            evaluate such conflict and determine a recommended course of action.

*Procedures to be followed by the GPVSC*. At            the beginning of any discussion regarding how to vote any proxy, the GPVSC Chair (or            his or her delegate) will inquire as to whether any GPVSC member (whether voting or ex            officio) or any person participating in the proxy voting process has a personal            conflict of interest or has actual knowledge of an actual or apparent conflict that has            not been reported to the Conflicts of Interest Management Sub-Committee.

The            GPVSC Chair also will inquire of these same parties whether they have actual knowledge            regarding whether any director, officer or employee outside of the AM organization (but            within Deutsche Bank and its affiliates) or any entity that identifies itself as a AM            advisory client, has: (i) requested that AM, the Proxy Vendor Oversight (or any member            thereof) or a GPVSC member vote a particular proxy in a certain manner; (ii) attempted            to influence AM, the Proxy Vendor Oversight (or any member thereof), a GPVSC member or            any other person in connection with proxy voting activities; or (iii) otherwise            communicated with a GPVSC member or any other person participating or providing            information to the GPVSC regarding the particular proxy vote at issue, and which            incident has not yet been reported to the Conflicts of Interest Management Sub-            Committee.

If            any such incidents are reported to the GPVSC Chair, the Chair will promptly notify the            Conflicts of Interest Management Sub-Committee and, if possible, will delay the vote            until the Conflicts of Interest Management Sub-Committee can complete the conflicts            report. If a delay is not possible, the Conflicts of Interest Management Sub-Committee            will instruct the GPVSC whether anyone should be recused from the proxy voting process,            or whether AM should vote the proxy in accordance with the standard guidelines, seek            instructions as to how to vote the proxy at issue from ISS or, if time permits, the            effected clients. These inquiries and discussions will be properly reflected in the            GPVSC’s minutes.

 

*Duty to Report*. Any AM employee, including            any GPVSC member (whether voting or ex officio), that is aware of any actual or            apparent conflict of interest relevant to, or any attempt by any person outside of the            AM organization (but within Deutsche Bank and its affiliates) or any entity that            identifies itself as a AM advisory client to influence, how AM votes its proxies has a            duty to disclose the existence of the situation to the GPVSC Chair (or his or her            designee) and the details of the matter to the Conflicts of Interest Management            Sub-Committee. In the case of any person participating in the deliberations on a            specific vote, such disclosure should be made before engaging in any activities or            participating in any discussion pertaining to that vote.

*Recusal of Members*. The GPVSC will recuse            from participating in a specific proxy vote any GPVSC members (whether voting or ex            officio) and/or any other person who (i) are personally involved in a material conflict            of interest; or (ii) who, as determined by the Conflicts of Interest Management            Sub-Committee, have actual knowledge of a circumstance or fact that could effect their            independent judgment, in respect of such vote. The GPVSC will also exclude from            consideration the views of any person (whether requested or volunteered) if the GPVSC            or any member thereof knows, or if the Conflicts of Interest Management Sub-Committee            has determined, that such other person has a material conflict of interest with respect            to the particular proxy, or has attempted to influence the vote in any manner            prohibited by these policies.

If,            after excluding all relevant GPVSC voting members pursuant to the paragraph above,            there are three or more GPVSC voting members remaining, those remaining GPVSC members            will determine how to vote the proxy in accordance with these Policies and Procedures.            If there are fewer than three GPVSC voting members remaining, the GPVSC Chair will vote            the proxy in accordance with the standard guidelines, will obtain instructions as to            how to have the proxy voted from, if time permits, the effected clients and otherwise            from ISS.

|   | B. | Investment Companies and Affiliated Public                            Companies |
|--------|----|---------------------------------------------------------------------------------|

*Investment Companies*. As reflected in the            Guidelines, all proxies solicited by open-end and closed-end investment companies are            voted in accordance with the pre-determined guidelines of ISS, unless the investment            company client directs AM to vote differently on a specific proxy or specific            categories of proxies. However, regarding investment companies for which AM or an            affiliate serves as investment adviser or principal underwriter, such proxies are voted            in the same proportion as the vote of all other shareholders (i.e.,            “mirror” or “echo” voting). Master fund proxies solicited from            feeder funds are voted in accordance with applicable provisions of Section 12 of the            Investment Company Act of 1940.

Subject to participation agreements with certain Exchange Traded Funds            ("ETF") issuers that have received exemptive orders from the U.S. Securities and            Exchange Commission allowing investing DWS funds to exceed the limits set forth in            Section 12(d)(1)(A) and (B) of the Investment Company Act of 1940, DeAM will echo vote            proxies for ETFs in which Deutsche Bank holds more than 25% of outstanding voting            shares globally when required to do so by participation agreements and SEC            orders.

*Affiliated Public Companies*. For proxies            solicited by non-investment company issuers of or within the Deutsche Bank            organization, e.g., Deutsche bank itself, these proxies will be voted in the same            proportion as the vote of other shareholders (i.e., “mirror” or            “echo” voting).

Note: With respect to the QP Trust (not registered under the Investment            Company Act of 1940), the Fund is not required to engage in echo voting and the            investment adviser will use these Guidelines, and may determine, with respect to the QP            Trust, to vote contrary to the positions in the Guidelines, consistent with the            Fund’s best interest.

 

|   | C. | Other Procedures That Limit Conflicts of                            Interest |
|--------|----|------------------------------------------------------------------------------|

AM            and other entities in the Deutsche Bank organization have adopted a number of policies,            procedures and internal controls that are designed to avoid various conflicts of            interest, including those that may arise in connection with proxy voting,            including:

| **•** | *Deutsche Bank Americas Restricted Activities                            Policy*. This policy provides for, among other                            things, independence of AM employees from CIB, and information barriers                            between AM and other affiliates. Specifically, no AM employee may be                            subject to the supervision or control of any employee of CIB. No AM                            employee shall have his or her compensation based upon his or her                            contribution to any business activity within the Bank outside of the                            business of AM, without the prior approval of Legal or Compliance.                            Further, no employee of CIB shall have any input into the compensation                            of a AM employee without the prior approval of Legal or Compliance.                            Under the information barriers section of this policy, as a general                            rule, AM employees who are associated with the investment process                            should have no contact with employees of Deutsche Bank or its                            affiliates, outside of PCAM, regarding specific clients, business                            matters, or initiatives. Further, under no circumstances should proxy                            votes be discussed with any Deutsche Bank employee outside of AM (and                            should only be discussed on a need-to-know basis within AM). |
|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

Other relevant internal policies include the Deutsche Bank Americas Code            of Professional Conduct, the Deutsche Asset Management Information Sharing Procedures,            the Deutsche Asset Management Code of Ethics, the Sarbanes-Oxley Senior Officer Code of            Ethics, and the Deutsche Bank Group Code of Conduct. The GPVSC expects that these            policies, procedures and internal controls will greatly reduce the chance that the            GPVSC (or, its members) would be involved in, aware of or influenced by, an actual or            apparent conflict of interest.

|   | **V.** | **RECORDKEEPING** |
|--------|--------|-------------------|

At            a minimum, the following types of records must be properly maintained and readily            accessible in order to evidence compliance with this policy.

| **•** | AM will maintain a record of each vote cast by AM that                            includes among other things, company name, meeting date, proposals                            presented, vote cast and shares voted. |
|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| **•** | The Proxy Vendor Oversight maintains records for each of                            the proxy ballots it votes. Specifically, the records include, but are                            not limited to: |
|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

The proxy statement (and any additional solicitation materials) and            relevant portions of annual statements.

Any additional information considered in the voting process that may be            obtained from an issuing company, its agents or proxy research firms.

Analyst worksheets created for stock option plan and share increase            analyses.

Proxy Edge print-screen of actual vote election.

| **•** | AM will retain these Policies and Procedures and the                            Guidelines; will maintain records of client requests for proxy voting                            information; and will retain any documents the Proxy Vendor Oversight                            or the GPVSC prepared that were material to making a voting decision or                            that memorialized the basis for a proxy voting decision. |
|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| **•** | The GPVSC also will create and maintain appropriate                            records documenting its compliance with these Policies and Procedures,                            including records of its deliberations and decisions regarding                            conflicts of interest and their resolution. |
|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| **•** | With respect to AM’s investment company clients,                            ISS will create and maintain records of each company’s proxy                            voting record for 12-month periods ended June 30. AM will compile the                            following information for each matter relating to a portfolio security                            considered*at any shareholder meeting held                            during the period covered*by the report and                            with respect to which the company was entitled to vote: |
|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

The name of the issuer of the portfolio security;

 

The exchange ticker symbol of the portfolio security (if symbol is            available through reasonably practicable means);

The Council on Uniform Securities Identification Procedures number for            the portfolio security (if the number is available through reasonably practicable            means);

The shareholder meeting date;

A brief identification of the matter voted on;

Whether the matter was proposed by the issuer or by a security            holder;

Whether the company cast its vote on the matter;

How the company cast its vote (e.g., for or against proposal, or            abstain; for or withhold regarding election of directors); and

Whether the company cast its vote for or against management.

Note: This list is intended to provide            guidance only in terms of the records that must be maintained in accordance with this            policy. In addition, please note that records must be maintained in accordance with the            applicable AM Records Management Policy.

With respect to electronically stored records, “properly            maintained” is defined as complete, authentic (unalterable) usable and backed-up.            At a minimum, records should be retained for a period of not less than six years (or            longer, if necessary to comply with applicable regulatory requirements), the first            three years in an appropriate AM office.

|   | **VI.** | **THE GPVSC’S OVERSIGHT ROLE** |
|--------|---------|--------------------------------------|

In            addition to adopting the Guidelines and making proxy voting decisions on matters            referred to it as set forth above, the GPVSC will monitor the proxy voting process by            reviewing summary proxy information presented by ISS. The GPVSC will use this review            process to determine, among other things, whether any changes should be made to the            Guidelines. This review will take place at least quarterly and will be documented in            the GPVSC’s minutes.

 

**Attachment A – Global Proxy Voting Guidelines**

 

 

**Deutsche Asset Management**

**Global Proxy Voting Guidelines**

 

As            Amended October 2008

 

 

**Table of contents**

 

Board Of Directors And Executives

Election Of Directors

Classified Boards Of Directors

Board And Committee Independence

Liability And Indemnification Of Directors

Qualifications Of Directors

Removal Of Directors And Filling Of Vacancies

Proposals To Fix The Size Of The Board

 

|   | H | Proposals to Restrict Chief Executive Officer’s                            Service on Multiple Boards |
|--------|---|-------------------------------------------------------------------------------------------------------------|

             

|   | I | Proposals to Restrict Supervisory Board Members Service                            on Multiple Boards |
|--------|---|-------------------------------------------------------------------------------------------------------|

             

|   | J | Proposals to Establish Audit Committees |
|--------|---|-----------------------------------------|

Capital Structure

Authorization Of Additional Shares

Authorization Of “Blank Check” Preferred Stock

Stock Splits/Reverse Stock Splits

Dual Class/Supervoting Stock

Large Block Issuance

Recapitalization Into A Single Class Of Stock

Share Repurchases

Reductions In Par Value

Corporate Governance Issues

Confidential Voting

Cumulative Voting

Supermajority Voting Requirements

Shareholder Right To Vote

Compensation

Establishment of a Remuneration Committee

Executive And Director Stock Option Plans

 

Employee Stock Option/Purchase Plans

Golden Parachutes

Proposals To Limit Benefits Or Executive Compensation

Option Expensing

Management board election and motion

Remuneration (variable pay)

Long-term incentive plans

Shareholder Proposals Concerning “Pay For Superior            Performance”

Executive Compensation Advisory

Anti-Takeover Related Issues

Shareholder Rights Plans (“Poison Pills”)

Reincorporation

Fair-Price Proposals

Exemption From State Takeover Laws

Non-Financial Effects Of Takeover Bids

Mergers & Acquisitions

Social & Political Issues

Labor & Human Rights

Diversity & Equality

Health & Safety

Government/Military

Tobacco

Environmental Issues

Miscellaneous Items

Ratification Of Auditors

Limitation Of Non-Audit Services Provided By Independent            Auditor

Audit Firm Rotation

Transaction Of Other Business

Motions To Adjourn The Meeting

Bundled Proposals

Change Of Company Name

Proposals Related To The Annual Meeting

 

Reimbursement Of Expenses Incurred From Candidate Nomination

Investment Company Proxies

International Proxy Voting

 

These Guidelines may reflect a voting position that differs from the            actual practices of the public company (ies) within the Deutsche Bank organization or            of the investment companies for which AM or an affiliate serves as investment adviser            or sponsor.

 

NOTE: Because of the unique structure and regulatory scheme applicable            to closed-end investment companies, the voting guidelines (particularly those related            to governance issues) generally will be inapplicable to holdings of closed-end            investment companies. As a result, determinations on the appropriate voting            recommendation for closed-end investment company shares will be made on a case-by-case            basis.

|   | **I.** | **Board of Directors and Executives** |
|--------|--------|---------------------------------------|

|   | ***A.*** | ***Election of Directors*** |
|--------|----------|-----------------------------|

Routine: AM Policy is to vote “for” the uncontested election            of directors. Votes for a director in an uncontested election will be withheld in cases            where a director has shown an inability to perform his/her duties in the best interests            of the shareholders.

Proxy contest: In a proxy contest involving election of directors, a            case-by-case voting decision will be made based upon analysis of the issues involved            and the merits of the incumbent and dissident slates of directors. AM will incorporate            the decisions of a third party proxy research vendor, currently, Institutional            Shareholder Services (“ISS”) subject to review by the Proxy Voting            Sub-Committee (GPVSC) as set forth in the AM’s Proxy Voting Policies and            Procedures.

Rationale: The large majority of corporate directors fulfill their            fiduciary obligation and in most cases support for management’s nominees is            warranted. As the issues relevant to a contested election differ in each instance,            those cases must be addressed as they arise.

|   | ***B.*** | ***Classified Boards of Directors*** |
|--------|----------|--------------------------------------|

AM            policy is to vote against proposals to classify the board and for proposals to repeal            classified boards and elect directors annually.

Rationale: Directors should be held accountable on an annual basis. By            entrenching the incumbent board, a classified board may be used as an anti-takeover            device to the detriment of the shareholders in a hostile take-over            situation.

|   | ***C.*** | ***Board and Committee                            Independence*** |
|--------|----------|-------------------------------------------------------------------|

AM            policy is to vote:

| 1. | “For” proposals that require that a certain                            percentage (majority up to 66 2/3%) of members of a board of directors                            be comprised of independent or unaffiliated directors. |
|----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

| 2. | “For” proposals that require all members of                            a company's compensation, audit, nominating, or other similar                            committees be comprised of independent or unaffiliated                            directors. |
|----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 3. | “Against” shareholder proposals to require                            the addition of special interest, or constituency, representatives to                            boards of directors. |
|----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 4. | “For” separation of the Chairman and CEO                            positions. |
|----|--------------------------------------------------------------------------------------------|

| 5. | “Against” proposals that require a company                            to appoint a Chairman who is an independent director. |
|----|-----------------------------------------------------------------------------------------------------------------------------------------|

Rationale: Board independence is a cornerstone of effective governance            and accountability. A board that is sufficiently independent from management assures            that shareholders' interests are adequately represented. However, the Chairman of the            board must have sufficient involvement in and experience with the operations of the            company to perform the functions required of that position and lead the            company.

 

No            director qualifies as 'independent' unless the board of directors affirmatively            determines that the director has no material relationship with the listed company            (either directly or as a partner, shareholder or officer of an organization that has a            relationship with the company).

Whether a director is in fact not "independent" will depend on the laws            and regulations of the primary market for the security and the exchanges, if any, on            which the security trades.

|   | ***D.*** | ***Liability and Indemnification of                            Directors*** |
|--------|----------|-----------------------------------------------------------------------------|

AM            policy is to vote “for” management proposals to limit directors' liability            and to broaden the indemnification of directors, unless broader indemnification or            limitations on directors' liability would effect shareholders' interests in pending            litigation.

Rationale: While shareholders want directors and officers to be            responsible for their actions, it is not in the best interests of the shareholders for            them to be to risk averse. If the risk of personal liability is too great, companies            may not be able to find capable directors willing to serve. We support expanding            coverage only for actions taken in good faith and not for serious violations of            fiduciary obligation or negligence.

|   | ***E.*** | ***Qualifications of Directors*** |
|--------|----------|-----------------------------------|

AM            policy is to follow management’s recommended vote on either management or            shareholder proposals that set retirement ages for directors or require specific levels            of stock ownership by directors.

Rationale: As a general rule, the board of directors, and not the            shareholders, is most qualified to establish qualification policies.

|   | ***F.*** | ***Removal of Directors and Filling of                            Vacancies*** |
|--------|----------|--------------------------------------------------------------------------------|

AM            policy is to vote “against” proposals that include provisions that            directors may be removed only for cause or proposals that include provisions that only            continuing directors may fill board vacancies.

 

Rationale: Differing state statutes permit removal of directors with or            without cause. Removal of directors for cause usually requires proof of self-dealing,            fraud or misappropriation of corporate assets, limiting shareholders' ability to remove            directors except under extreme circumstances. Removal without cause requires no such            showing.

Allowing only incumbent directors to fill vacancies can serve as an            anti-takeover device, precluding shareholders from filling the board until the next            regular election.

|   | ***G.*** | ***Proposals to Fix the Size of the                            Board*** |
|--------|----------|-------------------------------------------------------------------------|

AM            policy is to vote:

| 1. | “For” proposals to fix the size of the board                            unless: (a) no specific reason for the proposed change is given; or (b)                            the proposal is part of a package of takeover defenses. |
|----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 2. | “Against” proposals allowing management to                            fix the size of the board without shareholder approval. |
|----|-------------------------------------------------------------------------------------------------------------------------------------------|

Rationale: Absent danger of anti-takeover use, companies should be            granted a reasonable amount of flexibility in fixing the size of its board.

|   | ***H.*** | ***Proposals to Restrict Chief Executive                            Officer’s Service on Multiple Boards*** |
|--------|----------|-------------------------------------------------------------------------------------------------------------------|

AM            policy is to vote “For” proposals to restrict a Chief Executive Officer            from serving on more than three outside boards of directors.

Rationale: Chief Executive Officer must have sufficient time to ensure            that shareholders’ interests are represented adequately.

 

Note: A            director’s service on multiple closed-end fund boards within a fund complex are            treated as service on a single Board for the purpose of the proxy voting            guidelines.

|   | ***I.*** | ***Proposals to Restrict Supervisory Board Members                            Service on Multiple Boards*****(For FFT                            Securities)** |
|--------|----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------|

AM            policy is to vote “for” proposals to restrict a Supervisory Board Member            from serving on more than five supervisory boards.

 

Rationale: We consider a strong, independent and knowledgeable            supervisory board as important counter-balance to executive management to ensure that            the interests of shareholders are fully reflected by the company.

 

Full            information should be disclosed in the annual reports and accounts to allow all            shareholders to judge the success of the supervisory board controlling their            company.

Supervisory Board Member must have sufficient time to ensure that            shareholders’ interests are represented adequately.

 

Note: A            director’s service on multiple closed-end fund boards within a fund complex are            treated as service on a single Board for the purpose of the proxy voting            guidelines.

 

|   | ***J.*** | ***Proposals to Establish Audit                            Committees*****(For FFT and U.S.                            Securities)** |
|--------|----------|--------------------------------------------------------------------------------------------------------------------------------------|

AM            policy is to vote “for” proposals that require the establishment of audit            committees.

 

Rationale: The audit committee should deal with accounting and risk            management related questions, verifies the independence of the auditor with due regard            to possible conflicts of interest. It also should determine the procedure of the audit            process.

|   | **II.** | **Capital Structure** |
|--------|---------|-----------------------|

|   | ***A.*** | ***Authorization of Additional Shares (For U.S.                            Securities)*** |
|--------|----------|-------------------------------------------------------------------------------------------|

AM            policy is to vote “for” proposals to increase the authorization of existing            classes of stock that do not exceed a 3:1 ratio of shares authorized to shares            outstanding for a large cap company, and do not exceed a 4:1 ratio of shares authorized            to shares outstanding for a small-midcap company (companies having a market            capitalization under one billion U.S. dollars.).

Rationale: While companies need an adequate number of shares in order to            carry on business, increases requested for general financial flexibility must be            limited to protect shareholders from their potential use as an anti-takeover device.            Requested increases for specifically designated, reasonable business purposes (stock            split, merger, etc.) will be considered in light of those purposes and the number of            shares required.

|   | ***B.*** | ***Authorization of “Blank Check”                            Preferred Stock (For U.S. Securities)*** |
|--------|----------|-------------------------------------------------------------------------------------------------------------------|

AM            policy is to vote:

| 1. | “Against” proposals to create blank check                            preferred stock or to increase the number of authorized shares of blank                            check preferred stock unless the company expressly states that the                            stock will not be used for anti-takeover purposes and will not be                            issued without shareholder approval. |
|----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 2. | “For” proposals mandating shareholder                            approval of blank check stock placement. |
|----|-----------------------------------------------------------------------------------------------------------------------|

Rationale: Shareholders should be permitted to monitor the issuance of            classes of preferred stock in which the board of directors is given unfettered            discretion to set voting, dividend, conversion and other rights for the shares            issued.

|   | ***C.*** | ***Stock Splits/Reverse Stock                            Splits*** |
|--------|----------|--------------------------------------------------------------------|

AM            policy is to vote “for” stock splits if a legitimate business purpose is            set forth and the split is in the shareholders' best interests. A vote is cast            “for” a reverse stock split only if the number of shares authorized is            reduced in the same proportion as the reverse split or if the effective increase in            authorized shares (relative to outstanding shares) complies with the proxy guidelines            for common stock increases (see, Section II.A, above.)

Rationale: Generally, stock splits do not detrimentally effect            shareholders. Reverse stock splits, however, may have the same result as an increase in            authorized shares and should be analyzed accordingly.

 

|   | ***D.*** | ***Dual Class/Supervoting Stock*** |
|--------|----------|------------------------------------|

AM            policy is to vote “against” proposals to create or authorize additional            shares of super-voting stock or stock with unequal voting rights.

Rationale: The “one share, one vote” principal ensures that            no shareholder maintains a voting interest exceeding their equity interest in the            company.

|   | ***E.*** | ***Large Block Issuance (For U.S.                            Securities)*** |
|--------|----------|-----------------------------------------------------------------------------|

AM            policy is to address large block issuances of stock on a case-by-case basis,            incorporating the recommendation of an independent third party proxy research firm            (currently ISS) subject to review by the GPVSC as set forth in AM’s Proxy            Policies and Procedures.

Additionally, AM supports proposals requiring shareholder approval of            large block issuances.

Rationale: Stock issuances must be reviewed in light of the business            circumstances leading to the request and the potential impact on shareholder            value.

|   | ***F.*** | ***Recapitalization into a Single Class of                            Stock*** |
|--------|----------|--------------------------------------------------------------------------------|

AM            policy is to vote “for” recapitalization plans to provide for a single            class of common stock, provided the terms are fair, with no class of stock being unduly            disadvantaged.

Rationale: Consolidation of multiple classes of stock is a business            decision that may be left to the board and/management if there is no adverse effect on            shareholders.

|   | ***G.*** | ***Share Repurchases*** |
|--------|----------|-------------------------|

AM            policy is to vote “for” share repurchase plans provided all shareholders            are able to participate on equal terms.

Rationale: Buybacks are generally considered beneficial to shareholders            because they tend to increase returns to the remaining shareholders.

|   | ***H.*** | ***Reductions in Par Value*** |
|--------|----------|-------------------------------|

AM            policy is to vote “for” proposals to reduce par value, provided a            legitimate business purpose is stated (e.g., the reduction of corporate tax            responsibility.)

Rationale: Usually, adjustments to par value are a routine financial            decision with no substantial impact on shareholders.

|   | **III.** | **Corporate Governance Issues** |
|--------|----------|---------------------------------|

|   | ***A.*** | ***Confidential Voting*** |
|--------|----------|---------------------------|

AM            policy is to vote “for” proposals to provide for confidential voting and            independent tabulation of voting results and to vote “against” proposals to            repeal such provisions.

 

Rationale: Confidential voting protects the privacy rights of all            shareholders. This is particularly important for employee-shareholders or shareholders            with business or other affiliations with the company, who may be vulnerable to coercion            or retaliation when opposing management. Confidential voting does not interfere with            the ability of corporations to communicate with all shareholders, nor does it prohibit            shareholders from making their views known directly to management.

|   | ***B.*** | ***Cumulative Voting (For U.S.                            Securities)*** |
|--------|----------|--------------------------------------------------------------------------|

AM            policy is to vote “against” shareholder proposals requesting cumulative            voting and “for”management proposals to eliminate it. The protections            afforded shareholders by cumulative voting are not necessary when a company has a            history of good performance and does not have a concentrated ownership interest.            Accordingly, a vote is cast “against” cumulative voting and            “for” proposals to eliminate it if:

| a) | The company has a five year return on investment greater                            than the relevant industry index, |
|----|-----------------------------------------------------------------------------------------------------------------------|

| b) | All directors and executive officers as a group                            beneficially own less than 10% of the outstanding stock,*and* |
|----|------------------------------------------------------------------------------------------------------------------------------------------|

| c) | No shareholder (or voting block) beneficially owns 15%                            or more of the company. |
|----|-----------------------------------------------------------------------------------------------------------|

Thus, failure of any one of the three criteria results in a vote for            cumulative voting in accordance with the general policy.

Rationale: Cumulative voting is a tool that should be used to ensure            that holders of a significant number of shares may have board representation; however,            the presence of other safeguards may make their use unnecessary.

|   | ***C.*** | ***Supermajority Voting                            Requirements*** |
|--------|----------|--------------------------------------------------------------------|

AM            policy is to vote “against” management proposals to require a supermajority            vote to amend the charter or bylaws and to vote “for” shareholder proposals            to modify or rescind existing supermajority requirements.

*Exception made when company holds a controlling position and seeks to            lower threshold to maintain control and/or make changes to corporate            by-laws.

Rationale: Supermajority voting provisions violate the democratic            principle that a simple majority should carry the vote. Setting supermajority            requirements may make it difficult or impossible for shareholders to remove egregious            by-law or charter provisions. Occasionally, a company with a significant insider held            position might attempt to lower a supermajority threshold to make it easier for            management to approve provisions that may be detrimental to shareholders. In that case,            it may not be in the shareholders interests to lower the supermajority            provision.

|   | ***D.*** | ***Shareholder Right to Vote*** |
|--------|----------|---------------------------------|

AM            policy is to vote “against” proposals that restrict the right of            shareholders to call special meetings, amend the bylaws, or act by written consent.            Policy is to vote “for” proposals that remove such restrictions.

Rationale: Any reasonable means whereby shareholders can make their            views known to management or effect the governance process should be            supported.

 

|   | **IV.** | **Compensation** |
|--------|---------|------------------|

Annual Incentive Plans or Bonus Plans are often submitted to            shareholders for approval. These plans typically award cash to executives based on            company performance. Deutsche Bank believes that the responsibility for executive            compensation decisions rest with the board of directors and/or the compensation            committee, and its policy is not to second-guess the board’s award of cash            compensation amounts to executives unless a particular award or series of awards is            deemed excessive. If stock options are awarded as part of these bonus or incentive            plans, the provisions must meet Deutsche Bank’s criteria regarding stock option            plans, or similar stock-based incentive compensation schemes, as set forth            below.

|   | ***A.*** | ***Establishment of a Remuneration                            Committee*****(For FFT                            Securities)** |
|--------|----------|-------------------------------------------------------------------------------------------------------------------------------|

AM            policy is to vote “for” proposals that require the establishment of a            remuneration committee.

 

Rationale: Corporations should disclose in each annual report or proxy            statement their policies on remuneration. Essential details regarding executive            remuneration including share options, long-term incentive plans and bonuses, should be            disclosed in the annual report, so that investors can judge whether corporate pay            policies and practices meet the standard.

 

The            remuneration committee shall not comprise any board members and should be sensitive to            the wider scene on executive pay. It should ensure that performance-based elements of            executive pay are designed to align the interests of shareholders.

|   | ***B.*** | ***Executive and Director Stock Option                            Plans*** |
|--------|----------|----------------------------------------------------------------------------|

AM            policy is to vote “for” stock option plans that meet the following            criteria:

| (1) | The resulting dilution of existing shares is less than                            (a) 15 percent of outstanding shares for large capital corporations or                            (b) 20 percent of outstanding shares for small-mid capital companies                            (companies having a market capitalization under one billion U.S.                            dollars.) |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (2) | The transfer of equity resulting from granting options                            at less than FMV is no greater than 3% of the over-all market                            capitalization of large capital corporations, or 5% of market cap for                            small-mid capital companies. |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (3) | The plan does not contain express repricing provisions                            and, in the absence of an express statement that options will not be                            repriced; the company does not have a history of repricing                            options. |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (4) | The plan does not grant options on super-voting                            stock. |
|-----|-----------------------------------------------------------------------------------|

AM            will support performance-based option proposals as long as a) they do not mandate that            all options granted by the company must be performance based, and b) only certain            high-level executives are subject to receive the performance based options.

AM            will support proposals to eliminate the payment of outside director            pensions.

 

Rationale: Determining the cost to the company and to shareholders of            stock-based incentive plans raises significant issues not encountered with cash-based            compensation plans. These include the potential dilution of existing shareholders'            voting power, the transfer of equity out of the company resulting from the grant and            execution of options at less than FMV and the authority to reprice or replace            underwater options. Our stock option plan analysis model seeks to allow reasonable            levels of flexibility for a company yet still protect shareholders from the negative            impact of excessive stock compensation. Acknowledging that small mid-capital            corporations often rely more heavily on stock option plans as their main source of            executive compensation and may not be able to compete with their large capital            competitors with cash compensation, we provide slightly more flexibility for those            companies.

|   | ***C.*** | ***Employee Stock Option/Purchase                            Plans*** |
|--------|----------|-----------------------------------------------------------------------|

AM            policy is to vote for employee stock purchase plans (ESPP's) when the plan complies            with Internal Revenue Code 423, allowing non-management employees to purchase stock at            85% of FMV.

AM            policy is to vote “for” employee stock option plans (ESOPs) provided they            meet the standards for stock option plans in general. However, when computing dilution            and transfer of equity, ESOPs are considered independently from executive and director            option plans.

Rationale: ESOPs and ESPP’s encourage rank-and-file employees to            acquire an ownership stake in the companies they work for and have been shown to            promote employee loyalty and improve productivity.

|   | ***D.*** | ***Golden Parachutes*** |
|--------|----------|-------------------------|

AM            policy is to vote “for” proposals to require shareholder approval of golden            parachutes and for proposals that would limit golden parachutes to no more than three            times base compensation. Policy is to vote “against” more restrictive            shareholder proposals to limit golden parachutes.

Rationale: In setting a reasonable limitation, AM considers that an            effective parachute should be less attractive than continued employment and that the            IRS has opined that amounts greater than three times annual salary, are            excessive.

|   | ***E.*** | ***Proposals to Limit Benefits or Executive                            Compensation*** |
|--------|----------|----------------------------------------------------------------------------------------|

AM            policy is to vote “against”

| 1. | Proposals to limit benefits, pensions or compensation                            and |
|----|--------------------------------------------------------------------------------------|

| 2. | Proposals that request or require disclosure of                            executive compensation greater than the disclosure required by                            Securities and Exchange Commission (SEC) regulations. |
|----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

Rationale: Levels of compensation and benefits are generally considered            to be day-to-day operations of the company, and are best left unrestricted by arbitrary            limitations proposed by shareholders.

|   | ***F.*** | ***Option Expensing*** |
|--------|----------|------------------------|

AM            policy is to support proposals requesting companies to expense stock            options.

 

Rationale: Although companies can choose to expense options voluntarily,            the Financial Accounting Standards Board (FASB) does not yet require it, instead            allowing companies to disclose the theoretical value of options as a footnote. Because            the expensing of stock options lowers earnings, most companies elect not to do so.            Given the fact that options have become an integral component of compensation and their            exercise results in a transfer of shareholder value, AM agrees that their value should            not be ignored and treated as “no cost” compensation. The expensing of            stock options would promote more modest and appropriate use of stock options in            executive compensation plans and present a more accurate picture of company operational            earnings.

|   | ***G.*** | ***Management board election and                            motion*****(For FFT                            Securities)** |
|--------|----------|--------------------------------------------------------------------------------------------------------------------------|

 

AM            policy is to vote “against”:

 

| • | the election of board members with positions on either                            remuneration or audit committees; |
|--------|---------------------------------------------------------------------------------------------------------------------|

| • | the election of supervisory board members with too many                            supervisory board mandates; |
|--------|----------------------------------------------------------------------------------------------------------------|

| • | “*automatic*                            ” election of former board members into the supervisory                            board. |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------|

 

Rationale: Management as an entity, and each of its members, are            responsible for all actions of the company, and are - subject to applicable laws and            regulations - accountable to the shareholders as a whole for their actions.

 

Sufficient information should be disclosed in the annual company report            and account to allow shareholders to judge the success of the company.

 

|   | ***H.*** | ***Remuneration (variable pay):***(For FFT Securities) |
|--------|----------|--------------------------------------------------------|

 

**Executive remuneration for Management Board**

 

AM            policy is to vote “for” remuneration for Management Board that is            transparent and linked to results.

 

Rationale: Executive compensation should motivate management and align            the interests of management with the shareholders. The focus should be on criteria that            prevent excessive remuneration; but enable the company to hire and retain first-class            professionals.

 

Shareholder interests are normally best served when management is            remunerated to optimise long-term returns. Criteria should include suitable            measurements like return on capital employed or economic value added.

             

Interests should generally also be correctly aligned when management own            shares in the company – even more so if these shares represent a substantial            portion of their own wealth.

             

Its            disclosure shall differentiate between fixed pay, variable (performance related) pay            and long-term incentives, including stock option plans with valuation ranges as well as            pension and any other significant arrangements.

 

**Executive remuneration for Supervisory Board**

 

AM            policy is to vote “for” remuneration for Supervisory Board that is at least            50% in fixed form.

 

Rationale: It would normally be preferable if performance linked            compensation were not based on dividend payments, but linked to suitable result based            parameters. Consulting and procurement services should also be published in the company            report.

 

|   | ***I.*** | ***Long-term incentive plans*****(For FFT Securities)** |
|--------|----------|---------------------------------------------------------|

 

AM            policy is to vote “for” long-term incentive plans for members of a            management board that reward for above average company performance.

 

Rationale: Incentive plans will normally be supported if            they:

 

| • | directly align the interests of members of management                            boards with those of shareholders; |
|--------|---------------------------------------------------------------------------------------------------------------------|

| • | establish challenging performance criteria to reward                            only above average performance; |
|--------|-----------------------------------------------------------------------------------------------------------------|

| • | measure performance by total shareholder return in                            relation to the market or a range of comparable companies; |
|--------|------------------------------------------------------------------------------------------------------------------------------------------|

| • | are long-term in nature and encourage long-term                            ownership of the shares once exercised through minimum holding                            periods; |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| • | do not allow a repricing of the exercise price in stock                            option plans. |
|--------|--------------------------------------------------------------------------------------------------|

|   | ***J.*** | ***Shareholder Proposals Concerning “Pay for                            Superior Performance”*** |
|--------|----------|--------------------------------------------------------------------------------------------------------------|

AM            policy is to address pay for superior performance proposals on a case-by-case basis,            incorporating the recommendation of an independent third party proxy research firm            (currently ISS) subject to review by the GPVSC as set forth in AM’s Proxy            Policies and Procedures.

Rationale: While AM agrees that compensation issues are better left to            the discretion of management, they appreciate the need to monitor for excessive            compensation practices on a case by case basis. If, after a review of the ISS metrics,            AM is comfortable with ISS’s applying this calculation and will vote according to            their recommendation.

|   | ***K.*** | ***Executive Compensation Advisory*** |
|--------|----------|---------------------------------------|

AM            policy is to follow management’s recommended vote on shareholder proposals to            propose an advisory resolution seeking to ratify the compensation of the            company’s named executive officers (NEOs) on an annual basis.

Rationale: AM believes that controls exist within senior management and            corporate compensation committees, ensuring fair compensation to executives. This might            allow shareholders to require approval for all levels of management’s            compensation.

 

|   | **V.** | **Anti-Takeover Related Issues** |
|--------|--------|----------------------------------|

|   | ***A.*** | ***Shareholder Rights Plans (“Poison                            Pills”)*** |
|--------|----------|----------------------------------------------------------------------------------------|

AM            policy is to vote “for” proposals to require shareholder ratification of            poison pills or that request boards to redeem poison pills, and to vote            “against” the adoption of poison pills if they are submitted for            shareholder ratification.

Rationale: Poison pills are the most prevalent form of corporate            takeover defenses and can be (and usually are) adopted without shareholder review or            consent. The potential cost of poison pills to shareholders during an attempted            takeover outweighs the benefits.

|   | ***B.*** | ***Reincorporation*** |
|--------|----------|-----------------------|

AM            policy is to examine reincorporation proposals on a case-by-case basis. The voting            decision is based on: (1) differences in state law between the existing state of            incorporation and the proposed state of incorporation; and (2) differences between the            existing and the proposed charter/bylaws/articles of incorporation and their effect on            shareholder rights. If changes resulting from the proposed reincorporation violate the            corporate governance principles set forth in these guidelines, the reincorporation will            be deemed contrary to shareholder’s interests and a vote cast            “against.”

Rationale: Reincorporations can be properly analyzed only by looking at            the advantages and disadvantages to their shareholders. Care must be taken that            anti-takeover protection is not the sole or primary result of a proposed            change.

|   | ***C.*** | ***Fair-Price Proposals*** |
|--------|----------|----------------------------|

AM            policy is to vote “for” management fair-price proposals, provided that: (1)            the proposal applies only to two-tier offers; (2) the proposal sets an objective            fair-price test based on the highest price that the acquirer has paid for a company's            shares; (3) the supermajority requirement for bids that fail the fair-price test is no            higher than two-thirds of the outstanding shares; (4) the proposal contains no other            anti-takeover provisions or provisions that restrict shareholders rights.

A            vote is cast for shareholder proposals that would modify or repeal existing fair-price            requirements that do not meet these standards.

Rationale: While fair price provisions may be used as anti-takeover            devices, if adequate provisions are included, they provide some protection to            shareholders who have some say in their application and the ability to reject those            protections if desired.

|   | ***D.*** | ***Exemption from state takeover                            laws*** |
|--------|----------|---------------------------------------------------------------------|

AM            policy is to vote “for” shareholder proposals to opt out of state takeover            laws and to vote “against” management proposals requesting to opt out of            state takeover laws.

Rationale: Control share statutes, enacted at the state level, may harm            long-term share value by entrenching management. They also unfairly deny certain shares            their inherent voting rights.

 

|   | ***E.*** | ***Non-financial Effects of Takeover                            Bids*** |
|--------|----------|-------------------------------------------------------------------------|

Policy is to vote “against” shareholder proposals to require            consideration of non-financial effects of merger or acquisition proposals.

Rationale: Non-financial effects may often be subjective and are            secondary to AM’s stated purpose of acting in its client’s best economic            interest.

|   | **VI.** | **Mergers & Acquisitions** |
|--------|---------|--------------------------------|

Evaluation of mergers, acquisitions and other special corporate            transactions (i.e., takeovers, spin-offs, sales of assets, reorganizations,            restructurings and recapitalizations) are performed on a case-by-case basis            incorporating information from an independent proxy research source (currently ISS.)            Additional resources including portfolio management and research analysts may be            considered as set forth in AM’s Policies and Procedures.

|   | **VII.** | **Social, Environmental & Political                            Issues** |
|--------|----------|-----------------------------------------------------------------------------|

 

Social and environmental issues are becoming increasingly important to            corporate success. We incorporate social and environmental considerations into both our            investment decisions and our proxy voting decisions – particularly if the            financial performance of the company could be impacted.

With increasing frequency, shareholder proposals are submitted relating            to social and political responsibility issues. Almost universally, the company            management will recommend a vote “against” these proposals. These types of            proposals cover an extremely wide range of issues. Many of the issues tend to be            controversial and are subject to more than one reasonable, yet opposing, theory of            support. More so than with other types of proxy proposals, social and political            responsibility issues may not have a connection to the economic and corporate            governance principles effecting shareholders’ interests. AM’s policy            regarding social and political responsibility issues, as with any other issue, is            designed to protect our client shareholders’ economic interests.

Occasionally, a distinction is made between a shareholder proposal            requesting direct action on behalf of the board and a request for a report on (or            disclosure of) some information. In order to avoid unduly burdening any company with            reporting requirements, AM’s policy is to vote against shareholder proposals that            demand additional disclosure or reporting than is required by the Securities and            Exchange Commission unless it appears there is a legitimate issue and the company has            not adequately addressed shareholders' concerns.

|   | ***A.*** | ***Labor & Human Rights*** |
|--------|----------|--------------------------------|

AM            policy is to vote “against” adopting global codes of conduct or workplace            standards exceeding those mandated by law.

Rationale: Additional requirements beyond those mandated by law are            deemed unnecessary and potentially burdensome to companies

 

|   | ***B.*** | ***Diversity & Equality*** |
|--------|----------|--------------------------------|

| 1. | AM policy is to vote “against” shareholder                            proposals to force equal employment opportunity, affirmative action or                            board diversity. |
|----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

Rationale: Compliance with State and Federal legislation along with            information made available through filings with the EEOC provides sufficient assurance            that companies act responsibly and make information public.

| 2. | AM policy is also to vote “against”                            proposals to adopt the Mac Bride Principles. The Mac Bride Principles                            promote fair employment, specifically regarding religious                            discrimination. |
|----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

Rationale: Compliance with the Fair Employment Act of 1989 makes            adoption of the Mac Bride Principles redundant. Their adoption could potentially lead            to charges of reverse discrimination.

|   | ***C.*** | ***Health & Safety*** |
|--------|----------|---------------------------|

| 1. | AM policy is to vote “against” adopting a                            pharmaceutical price restraint policy or reporting pricing policy                            changes. |
|----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

Rationale: Pricing is an integral part of business for pharmaceutical            companies and should not be dictated by shareholders (particularly pursuant to an            arbitrary formula.) Disclosing pricing policies may also jeopardize a company’s            competitive position in the marketplace.

| 2. | AM policy is to vote “against” shareholder                            proposals to control the use or labeling of and reporting on                            genetically engineered products. |
|----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

Rationale: Additional requirements beyond those mandated by law are            deemed unnecessary and potentially burdensome to companies.

|   | ***D.*** | ***Government/Military*** |
|--------|----------|---------------------------|

| 1. | AM policy is to vote against shareholder proposals                            regarding the production or sale of military arms or nuclear or                            space-based weapons, including proposals seeking to dictate a company's                            interaction with a particular foreign country or agency. |
|----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

Rationale: Generally, management is in a better position to determine            what products or industries a company can and should participate in. Regulation of the            production or distribution of military supplies is, or should be, a matter of            government policy.

| 2. | AM policy is to vote “against” shareholder                            proposals regarding political contributions and donations. |
|----|----------------------------------------------------------------------------------------------------------------------------------------------|

Rationale: The Board of Directors and Management, not shareholders,            should evaluate and determine the recipients of any contributions made by the            company.

| 3. | AM policy is to vote “against” shareholder                            proposals regarding charitable contributions and donations. |
|----|-----------------------------------------------------------------------------------------------------------------------------------------------|

Rationale: The Board of Directors and Management, not shareholders,            should evaluate and determine the recipients of any contributions made by the            company.

 

|   | ***E.*** | ***Tobacco*** |
|--------|----------|---------------|

| 1. | AM policy is to vote “against” shareholder                            proposals requesting additional standards or reporting requirements for                            tobacco companies as well as “against” requesting companies                            to report on the intentional manipulation of nicotine                            content. |
|----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

Rationale: Where a tobacco company’s actions meet the requirements            of legal and industry standards, imposing additional burdens may detrimentally effect a            company's ability to compete. The disclosure of nicotine content information could            affect the company's rights in any pending or future litigation.

| 2. | Shareholder requests to spin-off or restructure tobacco                            businesses will be opposed. |
|----|----------------------------------------------------------------------------------------------------------------|

Rationale: These decisions are more appropriately left to the Board and            management, and not to shareholder mandate.

|   | **VIII.** | **Environmental Issues** |
|--------|-----------|--------------------------|

AM            policy is to follow management's recommended vote on CERES Principles or other similar            environmental mandates (e.g., those relating to Greenhouse gas emissions or the use of            nuclear power).

Rationale: Environmental issues are extensively regulated by outside            agencies and compliance with additional requirements often involves significant cost to            companies.

|   | **IX.** | **Miscellaneous Items** |
|--------|---------|-------------------------|

|   | ***A.*** | ***Ratification of Auditors*** |
|--------|----------|--------------------------------|

AM            policy is to vote “for” a) the management recommended selection of auditors            and b) proposals to require shareholder approval of auditors.

Rationale: Absent evidence that auditors have not performed their duties            adequately, support for management’s nomination is warranted.

|   | ***B.*** | ***Limitation of non-audit services provided by                            independent auditor*** |
|--------|----------|---------------------------------------------------------------------------------------------------|

AM            policy is to support proposals limiting non-audit fees to 50% of the aggregate annual            fees earned by the firm retained as a company's independent auditor.

Rationale: In the wake of financial reporting problems and alleged audit            failures at a number of companies, AM supports the general principle that companies            should retain separate firms for audit and consulting services to avoid potential            conflicts of interest. However, given the protections afforded by the recently enacted            Sarbanes-Oxley Act of 2002 (which requires Audit Committee pre-approval for non-audit            services and prohibits auditors from providing specific types of services), and the            fact that some non-audit services are legitimate audit-related services, complete            separation of audit and consulting fees may not be warranted. A reasonable limitation            is appropriate to help ensure auditor independence and it is reasonable to expect that            audit fees exceed non-audit fees.

 

|   | ***C.*** | ***Audit firm rotation*** |
|--------|----------|---------------------------|

AM            policy is to support proposals seeking audit firm rotation unless the rotation period            sought is less than five years.

Rationale: While the Sarbanes-Oxley Act mandates that the lead audit            partner be switched every five years, AM believes that rotation of the actual audit            firm would provide an even stronger system of checks and balances on the audit            function.

|   | ***D.*** | ***Transaction of Other Business*** |
|--------|----------|-------------------------------------|

AM            policy is to vote against “transaction of other business”            proposals.

Rationale: This is a routine item to allow shareholders to raise other            issues and discuss them at the meeting. As the nature of these issues may not be            disclosed prior to the meeting, we recommend a vote against these proposals. This            protects shareholders voting by proxy (and not physically present at a meeting) from            having action taken at the meeting that they did not receive proper notification of or            sufficient opportunity to consider.

|   | ***E.*** | ***Motions to Adjourn the Meeting*** |
|--------|----------|--------------------------------------|

AM            Policy is to vote against proposals to adjourn the meeting.

Rationale: Management may seek authority to adjourn the meeting if a            favorable outcome is not secured. Shareholders should already have had enough            information to make a decision. Once votes have been cast, there is no justification            for management to continue spending time and money to press shareholders for            support.

|   | ***F.*** | ***Bundled Proposals*** |
|--------|----------|-------------------------|

AM            policy is to vote against bundled proposals if any bundled issue would require a vote            against it if proposed individually.

Rationale: Shareholders should not be forced to “take the good            with the bad” in cases where the proposals could reasonably have been submitted            separately.

|   | ***G.*** | ***Change of Company Name*** |
|--------|----------|------------------------------|

AM            policy is to support management on proposals to change the company name.

Rationale: This is generally considered a business decision for a            company.

|   | ***H.*** | ***Proposals Related to the Annual                            Meeting*** |
|--------|----------|--------------------------------------------------------------------------|

AM            Policy is to vote in favor of management for proposals related to the conduct of the            annual meeting (meeting time, place, etc.)

Rationale: These are considered routine administrative            proposals.

 

|   | ***I.*** | ***Reimbursement of Expenses Incurred from Candidate                            Nomination*** |
|--------|----------|-----------------------------------------------------------------------------------------------|

AM            policy is to follow management’s recommended vote on shareholder proposals            related to the amending of company bylaws to provide for the reimbursement of            reasonable expenses incurred in connection with nominating one or more candidates in a            contested election of directors to the corporation’s board of            directors.

Rationale: Corporations should not be liable for costs associated with            shareholder proposals for directors.

|   | ***J.*** | ***Investment Company Proxies*** |
|--------|----------|----------------------------------|

Proxies solicited by investment companies are voted in accordance with            the recommendations of an independent third party, currently ISS. However, regarding            investment companies for which AM or an affiliate serves as investment adviser or            principal underwriter, such proxies are voted in the same proportion as the vote of all            other shareholders. Proxies solicited by master funds from feeder funds will be voted            in accordance with applicable provisions of Section 12 of the Investment Company Act of            1940.

Investment companies, particularly closed-end investment companies, are            different from traditional operating companies. These differences may call for            differences in voting positions on the same matter. For example, AM could vote            “for” staggered boards of closed-end investment companies, although AM            generally votes “against” staggered boards for operating companies.            Further, the manner in which AM votes investment company proxies may differ from            proposals for which a AM-advised investment company solicits proxies from its            shareholders. As reflected in the Guidelines, proxies solicited by closed-end (and            open-end) investment companies are voted in accordance with the pre-determined            guidelines of an independent third-party.

Subject to participation agreements with certain Exchange Traded Funds            ("ETF") issuers that have received exemptive orders from the U.S. Securities and            Exchange Commission allowing investing DWS funds to exceed the limits set forth in            Section 12(d)(1)(A) and (B) of the Investment Company Act of 1940, DeAM will echo vote            proxies for ETFs in which Deutsche Bank holds more than 25% of outstanding voting            shares globally when required to do so by participation agreements and SEC            orders.

Note: With respect to the QP Trust (not registered under the Investment            Company Act of 1940), the Fund is not required to engage in echo voting and the            investment adviser will use these Guidelines, and may determine, with respect to the QP            Trust, to vote contrary to the positions in the Guidelines, consistent with the            Fund’s best interest.

|   | ***K.*** | ***International Proxy Voting*** |
|--------|----------|----------------------------------|

 

The            above guidelines pertain to issuers organized in the United States, Canada and Germany.            Proxies solicited by other issuers are voted in accordance with international            guidelines or the recommendation of ISS and in accordance with applicable law and            regulation.

 

 

 

IMPORTANT: The information contained herein is the property of Deutsche            Bank Group and may not be copied, used or disclosed in whole or in part, stored in a            retrieval system or transmitted in any form or by any means (electronic, mechanical,            reprographic, recording or otherwise) without the prior written permission of Deutsche            Bank Group.

 

 

 

|        |                                                                                            |
|-------------|-------------------------------------------------------------------------------------------------|
|        |                                                                                            |
|        |                                                                                            |
| **ITEM 8.** | **PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT                            INVESTMENT COMPANIES** |
|        |                                                                                            |
|        |                                                                                            |

 

 

**Portfolio Manager Team Disclosure**

 

The            Fund is managed by a Team of investment professionals who collaborate to develop and            implement the Fund’s investment strategy. Each Portfolio Manager on the Team has            authority over all aspects of the Fund's investment portfolio, including but not            limited to, purchases and sales of individual securities, portfolio construction            techniques, portfolio risk assessment, and the management of daily cash flows in            accordance with portfolio holdings.

 

The            following individuals handle the day-to-day management of the Fund.

 

John F.            Robertson, CFA

Managing Director of Deutsche Asset Management and of RREEF and            Co-Manager of the Fund.

|   | **•** | Joined RREEF in 1997, Deutsche Asset Management 2002 and                            the Fund in 2002. |
|--------|------------|-------------------------------------------------------------------------------------------------------|

|   | **•** | Prior to that, Assistant Vice President of Lincoln                            Investment Management responsible for REIT research. |
|--------|------------|------------------------------------------------------------------------------------------------------------------------------------|

|   | **•** | Over 15 years of investment industry                            experience. |
|--------|------------|-----------------------------------------------------------------------------|

|   | **•** | BA, Wabash College; MBA, Indiana University. |
|--------|------------|----------------------------------------------|

 

Jerry            W. Ehlinger, CFA

Managing Director of Deutsche Asset Management and of RREEF and            Co-Manager of the Fund.

|   | **•** | Joined RREEF and Deutsche Asset Management in 2004 and                            the Fund in 2005. |
|--------|------------|-----------------------------------------------------------------------------------------------------|

|   | **•** | Prior to that, Senior Vice President at Heitman Real                            Estate Investment Management from 2000-2004. |
|--------|------------|------------------------------------------------------------------------------------------------------------------------------|

|   | **•** | Prior to that, Senior Research Associate at Morgan                            Stanley Asset Management from 1996-2000. |
|--------|------------|------------------------------------------------------------------------------------------------------------------------|

|   | **•** | Over 10 years of investment industry                            experience. |
|--------|------------|-----------------------------------------------------------------------------|

|   | **•** | BA, University of Wisconsin-Whitewater, MS, University                            of Wisconsin-Madison. |
|--------|------------|---------------------------------------------------------------------------------------------------------|

 

John W.            Vojticek

Managing Director of Deutsche Asset Management and of RREEF and            Co-Manager of the Fund.

|   | **•** | Joined RREEF and Deutsche Asset Management in 2004 and                            the Fund in 2004. |
|--------|------------|-----------------------------------------------------------------------------------------------------|

|   | **•** | Prior to that, Principal at KG Redding and Associates,                            March 2004–September 2004. |
|--------|------------|--------------------------------------------------------------------------------------------------------------------|

|   | **•** | Prior to that, Managing Director of RREEF from                            1996–March 2004 and Deutsche Asset Management from                            2002–March 2004. |
|--------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | **•** | Over 10 years of investment industry                            experience. |
|--------|------------|-----------------------------------------------------------------------------|

|   | **•** | BS, University of Southern California. |
|--------|------------|----------------------------------------|

 

 

 

Asad            Kazim

Director of Deutsche Asset Management. Vice President of RREEF and            Co-Manager of the Fund.

|   | **•** | Joined RREEF and Deutsche Asset Management in 2002 and                            the Fund in 2005. |
|--------|------------|-----------------------------------------------------------------------------------------------------|

|   | **•** | Prior to that, Financial Analyst at Clarion CRA                            Securities from 2000-2002. |
|--------|------------|-------------------------------------------------------------------------------------------------------|

|   | **•** | Over 5 years of investment industry                            experience. |
|--------|------------|----------------------------------------------------------------------------|

|   | **•** | BS, The College of New Jersey. |
|--------|------------|--------------------------------|

 

**Compensation of Portfolio Managers**

 

Portfolio managers are eligible for total compensation comprised of base            salary and discretionary incentive compensation.

 

**Base            Salary**– Base salary generally represents a smaller            percentage of portfolio managers’ total compensation than discretionary incentive            compensation. Base salary is linked to job function, responsibilities and financial            services industry peer comparison through the use of extensive market data            surveys.

 

**Discretionary Incentive****Compensation            –**Generally,discretionary            incentive compensation comprises a greater proportion of total compensation as a            portfolio manager’s seniority and compensation levels increase. Discretionary            incentive compensation is determined based on an analysis of a number of factors,            including among other things, the performance of Deutsche Bank, the performance of the            Asset Management division, and the employee’s individual contribution. In            evaluating individual contribution, management will consider a combination of            quantitative and qualitative factors. A portion of the portfolio manager’s            discretionary incentive compensation may be delivered in long-term equity programs            (usually in the form of Deutsche Bank equity) (the “Equity Plan”). Top            performing portfolio managers may earn discretionary incentive compensation that is a            multiple of their base salary.

 

|   | **•** | The quantitative analysis of a portfolio manager’s                            individual performance is based on, among other factors, performance of                            all of the accounts managed by the portfolio manager (which includes                            the fund and any other accounts managed by the portfolio manager) over                            a one-, three-, and five-year period relative to the appropriate                            Morningstar and Lipper peer group universes and/or benchmark index(es)                            with respect to each account. Additionally, the portfolio                            manager’s retail/institutional asset mix is weighted, as                            appropriate for evaluation purposes. Generally the benchmark index used                            is a benchmark index set forth in the fund's prospectus to which the                            fund's performance is compared. Additional or different appropriate                            peer group or benchmark indices may also be used. Primary weight is                            given to pre-tax portfolio performance over three-year and five-year                            time periods (adjusted as appropriate if the portfolio manager has                            served for less than five years) with lesser consideration given to                            portfolio performance over a one-year period. The increase or decrease                            in a fund’s assets due to the purchase or sale of fund shares is                            not considered a material factor. |
|--------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

|   | **•** | The qualitative analysis of a portfolio manager’s                            individual performance is based on, among other things, the results of                            an annual management and internal peer review process, and management's                            assessment of overall portfolio manager contributions to investor                            relations, the investment process and overall performance (distinct                            from fund and other account performance). Other factors, including                            contributions made to the investment team, as well as adherence to                            Compliance Policies and Procedures, Risk Management procedures, the                            firm’s Code of Ethics and “living the values” of the                            Advisor are also factors. |
|--------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

             

The            quantitative analysis of a portfolio manager’s performance is given more weight            in determining discretionary incentive compensation than the qualitative            portion.

 

Certain            portfolio managers may also participate in the Equity Plan. The amount of equity            awarded under the long-term equity programs is generally based on the            individual’s total compensation package and may comprise from 0% to 30% of the            total compensation award. As discretionary incentive compensation increases, the            percentage of compensation

 

awarded            in Deutsche Bank equity also increases. Portfolio managers may receive a portion of            their equity compensation in the form of shares in the proprietary mutual funds that            they manage or support.

**Fund Ownership of Portfolio Managers**

 

The            following table shows the dollar range of shares owned beneficially and of record by            each member of the Fund’s portfolio management team in the Fund as well as in all            DWS Funds as a group (i.e. those funds advised by Deutsche Asset Management or its            affiliates), including investments by their immediate family members sharing the same            household and amounts invested through retirement and deferred compensation plans. This            information is provided as of the Fund’s most recent fiscal year end.

 

 

| **Name of****Portfolio Manager**             | **Dollar Range of**

**Fund Shares Owned** | **Dollar Range of All DWS Fund Shares                            Owned** |
|----------------------------------------------|--------------------------------------------|--------------------------------------------------------------------------|
| Jerry W.                            Ehlinger | -                                          | $50,001-$100,000                                                         |
| John F.                            Robertson | -                                          | $500,001-$1,000,000                                                      |
| Asad Kazim                                   | -                                          | $10,001-$50,000                                                          |
| John W.                            Vojticek  | -                                          | $10,001-$50,000                                                          |

 

**Conflicts of Interest**

In            addition to managing the assets of the Fund, the Fund’s portfolio managers may            have responsibility for managing other client accounts of the Advisor or its            affiliates. The tables below show, for each portfolio manager, the number and asset            size of (1) SEC registered investment companies (or series thereof) other than the            Fund, (2) pooled investment vehicles that are not registered investment companies and            (3) other accounts (e.g., accounts managed for individuals or organizations) managed by            each portfolio manager. Total assets attributed to each portfolio manager in the tables            below include total assets of each account managed by them, although the manager may            only manage a portion of such account’s assets. The tables also show the number            of performance based fee accounts, as well as the total assets of the accounts for            which the advisory fee is based on the performance of the account. This information is            provided as of the Fund’s most recent fiscal year end.

 

 

**Other SEC Registered Investment Companies Managed:**

 

 

| **Name of Portfolio Manager** | **Number of Registered Investment                            Companies** | **Total Assets of Registered Investment                            Companies** | **Number of Investment Company Accounts with                            Performance Based Fee** | **Total Assets of Performance- Based Fee                            Accounts** |
|-------------------------------|--------------------------------------------------------------------------|--------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------|
| Jerry W. Ehlinger             | 7                                                                        | $1,452,607,142                                                                 | -                                                                                               | -                                                                              |
| John F. Robertson             | 12                                                                       | $3,901,879,411                                                                 | -                                                                                               | -                                                                              |
| Asad Kazim                    | 7                                                                        | $1,452,607,142                                                                 | -                                                                                               | -                                                                              |
| John W. Vojticek              | 11                                                                       | $4,332,131,143                                                                 | -                                                                                               | -                                                                              |

 

**Other Pooled Investment Vehicles Managed:**

 

 

 

| **Name of Portfolio Manager** | **Number of Pooled Investment Vehicles** | **Total Assets of Pooled Investment                            Vehicles** | **Number of Pooled Investment Vehicle Accounts with                            Performance-Based Fee** | **Total Assets of Performance- Based Fee                            Accounts** |
|-------------------------------|------------------------------------------|---------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------|
| Jerry W. Ehlinger             | 5                                        | $292,440,500                                                              | 2                                                                                                      | $30,002,911                                                                    |
| John F. Robertson             | 19                                       | $1,083,077,360                                                            | 2                                                                                                      | $30,002,911                                                                    |
| Asad Kazim                    | 5                                        | $292,440,500                                                              | 2                                                                                                      | $30,002,911                                                                    |
| John W. Vojticek              | 9                                        | $513,674,648                                                              | 2                                                                                                      | $30,002,911                                                                    |

 

 

 

 

 

**Other Accounts Managed:**

 

 

| **Name of Portfolio Manager** | **Number of Other Accounts** | **Total Assets of Other Accounts** | **Number of Other Accounts with Performance- Based                            Fee** | **Total Assets of Performance- Based Fee                            Accounts** |
|-------------------------------|------------------------------|------------------------------------|-------------------------------------------------------------------------------------|--------------------------------------------------------------------------------|
| Jerry W. Ehlinger             | 30                           | $1,711,840,540                     | 3                                                                                   | $271,162,496                                                                   |
| John F. Robertson             | 52                           | $3,062,970,622                     | 5                                                                                   | $364,248,429                                                                   |
| Asad Kazim                    | 30                           | $1,536,792,614                     | 3                                                                                   | $271,162,496                                                                   |
| John W. Vojticek              | 44                           | $2,433,349,053                     | 5                                                                                   | $364,248,429                                                                   |

 

In            addition to the accounts above, an investment professional may manage accounts in a            personal capacity that may include holdings that are similar to, or the same as, those            of the Funds. The Advisor has in place a Code of Ethics that is designed to address            conflicts of interest and that, among other things, imposes restrictions on the ability            of portfolio managers and other “access persons” to invest in securities            that may be recommended or traded in the Funds and other client accounts.

 

Real, potential or apparent conflicts of interest may arise when a            portfolio manager has day-to-day portfolio management responsibilities with respect to            more than one fund or account, including the following:

             

|   | **•** | Certain investments may be appropriate for the Fund and                            also for other clients advised by the Advisor, including other client                            accounts managed by the Fund’s portfolio management team.                            Investment decisions for the Fund and other clients are made with a                            view to achieving their respective investment objectives and after                            consideration of such factors as their current holdings, availability                            of cash for investment and the size of their investments generally. A                            particular security may be bought or sold for only one client or in                            different amounts and at different times for more than one but less                            than all clients. Likewise, because clients of the Advisor may have                            differing investment strategies, a particular security may be bought                            for one or more clients when one or more other clients are selling the                            security. The investment results achieved for the Fund may differ from                            the results achieved for other clients of the Advisor. In addition,                            purchases or sales of the same security may be made for two or more                            clients on the same day. In such event, such transactions will be                            allocated among the clients in a manner believed by the Advisor to be                            most equitable to each client, generally utilizing a pro                            rata |
|--------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

             

allocation methodology. In some cases, the allocation procedure could            potentially have an adverse effect or positive effect on the price or amount of the            securities purchased or sold by the Fund. Purchase and sale orders for the Fund may be            combined with those of other clients of the Advisor in the interest of achieving the            most favorable net results to the Fund and the other clients.

             

|   | **•** | To the extent that a portfolio manager has                            responsibilities for managing multiple client accounts, a portfolio                            manager will need to divide time and attention among relevant accounts.                            The Advisor attempts to minimize these conflicts by aligning its                            portfolio management teams by investment strategy and by employing                            similar investment models across multiple client accounts. |
|--------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

             

|   | **•** | In some cases, an apparent conflict may arise where the                            Advisor has an incentive, such as a performance-based fee, in managing                            one account and not with respect to other accounts it manages. The                            Advisor will not determine allocations based on whether it receives a                            performance-based fee from the client. Additionally, the Advisor has in                            place supervisory oversight processes to periodically monitor                            performance deviations for accounts with like strategies. |
|--------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | **•** | The Advisor and its affiliates and the investment team                            of the Funds may manage other mutual funds and separate accounts on a                            long-short basis. The simultaneous management of long and short                            portfolios creates potential conflicts of interest including the risk                            that short sale activity could adversely affect the market value of the                            long positions(and vice versa), the risk arising from sequential orders                            in long and short positions, and the risks associated with receiving                            opposing orders at the same time. The Advisor has adopted procedures                            that it believes are reasonably designed to mitigate these potential                            conflicts of interest. Included in these procedures are specific                            guidelines developed to ensure fair and equitable treatment for all                            clients whose accounts are managed by each Fund’s portfolio                            management team. The Advisor and the portfolio management team have                            established monitoring procedures, a protocol for supervisory reviews,                            as well as compliance oversight to ensure that potential conflicts of                            interest relating to this type of activity are properly                            addressed. |
|--------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

The Advisor is owned by Deutsche Bank AG, a multi-national financial            services company. Therefore, the Advisor is affiliated with a variety of entities that            provide, and/or engage in commercial banking, insurance, brokerage, investment banking,            financial advisory, broker-dealer activities (including sales and trading), hedge            funds, real estate and private equity investing, in addition to the provision of            investment management services to institutional and individual investors. Since            Deutsche Bank AG, its affiliates, directors, officers and employees (the            “Firm”) are engaged in businesses and have interests other than managing            asset management accounts, such other activities involve real, potential or apparent            conflicts of interest. These interests and activities include potential advisory,            transactional and financial activities and other interests in securities and companies            that may be directly or indirectly purchased or sold by the Firm for its clients’            advisory accounts. These are considerations of which advisory clients should be aware            and which may cause conflicts that could be to the disadvantage of the Advisor’s            advisory clients. The Advisor has instituted business and compliance policies,            procedures and disclosures that are designed to identify, monitor and mitigate            conflicts of interest and, as appropriate, to report them to the Fund’s            Board.

 

 

 

| **ITEM 9.** | **PURCHASES OF EQUITY SECURITIES BY CLOSED-END                            MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS** |
|-------------|-------------------------------------------------------------------------------------------------------------------------------------|
|        |                                                                                                                                |
|        |                                                                                                                                |

 

 

|   | (a) | (b) | (c) | (d) |
|--------|-----|-----|-----|-----|

 

 

 

| Period                      | Total Number of

Shares Purchased | Average Price Paid

per Share | Total Number of

Shares Purchased as Part of Publicly Announced Plans or                            Programs | Maximum Number of Shares that May Yet Be Purchased Under                            the Plans or Programs |
|----------------------------------|-----------------------------------|-------------------------------|--------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------|
|                             |                              |                          |                                                                                                         |                                                                                                      |
| January 1 through January 31     | 0                                 | $0                            | n/a                                                                                                          | n/a                                                                                                       |
| February 1 through February 28   | 0                                 | $0                            | n/a                                                                                                          | n/a                                                                                                       |
| March 1 through March 31         | 0                                 | $0                            | n/a                                                                                                          | n/a                                                                                                       |
| April 1 through April 30         | 0                                 | $0                            | n/a                                                                                                          | n/a                                                                                                       |
| May 1 through May 31             | 0                                 | $0                            | n/a                                                                                                          | n/a                                                                                                       |
| June 1 through June 30           | 0                                 | $0                            | n/a                                                                                                          | n/a                                                                                                       |
| July 1 through July 31           | 0                                 | $0                            | n/a                                                                                                          | n/a                                                                                                       |
| August 1 through August 31       | 0                                 | $0                            | n/a                                                                                                          | n/a                                                                                                       |
| September 1 through September 30 | 0                                 | $0                            | n/a                                                                                                          | n/a                                                                                                       |
| October 1 through October 31     | 0                                 | $0                            | n/a                                                                                                          | n/a                                                                                                       |
| November 1 through November 30   | 0                                 | $0                            | n/a                                                                                                          | n/a                                                                                                       |
| December 1 through December 31   | 0                                 | $0                            | n/a                                                                                                          | n/a                                                                                                       |
|                             |                              |                          |                                                                                                         |                                                                                                      |
| Total                            | 0                                 | $0                            | n/a                                                                                                          | n/a                                                                                                       |

 

 

 

| **ITEM 10.** | **SUBMISSION OF MATTERS TO A VOTE OF SECURITY                            HOLDERS**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|         | The primary function of the Nominating and Governance                            Committee is to identify and recommend individuals for membership on                            the Board and oversee the administration of the Board Governance                            Guidelines. Shareholders may recommend candidates for Board positions                            by forwarding their correspondence by U.S. mail or courier service to                            Chairman of the Board, P.O. Box 100176, Cape Coral, FL                            33910. |
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| **ITEM 11.** | **CONTROLS AND PROCEDURES**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|         | (a)                                     The Chief                            Executive and Financial Officers concluded that the Registrant’s                            Disclosure Controls and Procedures are effective based on the                            evaluation of the Disclosure Controls and Procedures as of a date                            within 90 days of the filing date of this report.                                                                                                     |
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|         | (b)                                     There have been                            no changes in the registrant’s internal control over financial                            reporting that occurred during the second fiscal quarter of the period                            covered by this report that has materially affected, or is reasonably                            likely to materially affect, the registrant’s internal controls                            over financial reporting.           |
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| **ITEM 12.** | **EXHIBITS**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|         | (a)(1)     Code of Ethics                            pursuant to Item 2 of Form N-CSR is filed and attached hereto as                            EX-99.CODE ETH.                                                                                                                                                                                                                                                                                                                                                                               |
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |

 

 

 

|   | (a)(2)     Certification                            pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17                            CFR 270.30a-2(a)) is filed and attached hereto as Exhibit                            99.CERT.                             |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                     |
|   | (b)         Certification                            pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17                            CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit                            99.906CERT. |

 

 

----

Form            N-CSR Item F

 

**SIGNATURES**

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and            the Investment Company Act of 1940, the registrant has duly caused this report to be            signed on its behalf by the undersigned, thereunto duly authorized.

 

| Registrant: | DWS RREEF Real Estate Fund, Inc. |
|-------------|----------------------------------|

 

| By: | /s/Michael G. Clark |
|-----|---------------------|

|   | Michael G. Clark |
|--------|------------------|

President

 

| Date: | March 2, 2009 |
|-------|---------------|

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and            the Investment Company Act of 1940, this report has been signed below by the following            persons on behalf of the registrant and in the capacities and on the dates            indicated.

 

| Registrant: | DWS RREEF Real Estate Fund, Inc. |
|-------------|----------------------------------|

 

| By: | /s/Michael G. Clark |
|-----|---------------------|

|   | Michael G. Clark |
|--------|------------------|

President

 

| Date: | March 2, 2009 |
|-------|---------------|

 

 

| By: | /s/Paul Schubert |
|-----|------------------|

|   | Paul Schubert |
|--------|---------------|

Chief Financial Officer and Treasurer

 

Date:                                        March            2, 2009