SCHEDULE 14A INFORMATION

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

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12

DWS RREEF REAL ESTATE FUND, INC.
DWS RREEF REAL ESTATE FUND II, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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(DWS LOGO)
280 PARK AVENUE
NEW YORK, NEW YORK
10017
(800) 349-4281
MAY 31, 2006

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

To the Stockholders:

The Annual Meetings of Stockholders of DWS RREEF Real Estate Fund, Inc. and
DWS RREEF Real Estate Fund II, Inc. (each, a "Fund" and collectively, the
"Funds") are to be held at 1:00 p.m. and 1:15 p.m., respectively, Eastern time,
on Wednesday, June 28, 2006 at the offices of Deutsche Asset Management, Inc.
("DeAM, Inc." or the "Investment Manager"), 27th Floor, 345 Park Avenue, New
York, New York 10154. Stockholders who are unable to attend the meeting of their
Fund are strongly encouraged to vote by proxy, which is customary in corporate
meetings of this kind. A Notice of Annual Meeting of Stockholders, a joint Proxy
Statement regarding the Annual Meetings, a proxy card for your vote at the
Annual Meetings and a postage prepaid envelope in which to return your proxy or
proxies are enclosed.

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

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

Respectfully,

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

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

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

Notice Of Annual Meeting of Stockholders

Please take notice that the Annual Meeting of Stockholders of each of DWS
RREEF Real Estate Fund, Inc., a Maryland corporation ("RREEF I") and DWS RREEF
Real Estate Fund II, Inc., a Maryland corporation ("RREEF II"), (each, a "Fund,"
and collectively, the "Funds") will be held at the offices of Deutsche Asset
Management, Inc., 27th Floor, 345 Park Avenue, New York, New York 10154, on
Wednesday, June 28, 2006 at 1:00 p.m. and 1:15 p.m., respectively, Eastern time,
for the following purposes:

MATTERS TO BE VOTED ON BY ALL STOCKHOLDERS:

Proposal I: To consider and vote upon the election of Ms.
Rebecca W. Rimel and Messrs. Philip Saunders,
Jr. and William N. Searcy, Jr. as Class III
Directors of each Fund, each to hold office for
a term of three years and until her or his
respective successor has been duly elected and
qualifies.

MATTERS TO BE VOTED ON ONLY BY HOLDERS OF PREFERRED STOCK:

Proposal II: To consider and vote upon the election of Mr.
Kenneth C. Froewiss as a Class III Director of
each Fund to hold office for a term of three
years and until his successor has been duly
elected and qualifies.

The appointed proxies will vote in their discretion on any other business
as may properly come before the Annual Meetings or any postponements or
adjournments thereof. Holders of record of shares of a Fund at the close of
business on May 4, 2006 are entitled to vote at the Annual Meeting of their Fund
and any postponements or adjournments thereof.

By order of the Boards of Directors,

[-s- John Millette]
John Millette,
Secretary

May 31, 2006

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

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

JOINT PROXY STATEMENT

GENERAL

This joint Proxy Statement is furnished in connection with the solicitation
of proxies by the Boards of Directors of DWS RREEF Real Estate Fund, Inc., a
Maryland corporation ("RREEF I") and DWS RREEF Real Estate Fund II, Inc., a
Maryland corporation ("RREEF II"), (each, a "Fund" and collectively, the
"Funds") for use at the Annual Meeting of Stockholders of each Fund, to be held
at the offices of Deutsche Asset Management, Inc. ("DeAM, Inc." or the
"Investment Manager"), 27th Floor, 345 Park Avenue, New York, New York 10154, on
Wednesday, June 28, 2006 at 1:00 p.m. and 1:15 p.m., respectively, Eastern time,
and at any postponements or adjournments thereof (collectively, the "Meeting").*

This joint Proxy Statement, the Notice of Annual Meeting of Stockholders
and the enclosed proxy card(s) are first being mailed to stockholders on or
about June 2, 2006, or as soon as practicable thereafter. Any stockholder giving
a proxy has the power to revoke it 1) in person at the Meeting or 2) by
submitting a notice of revocation by mail (addressed to the Secretary at Two
International Place, Boston, Massachusetts 02110) to the applicable Fund. Any
stockholder giving a proxy may also revoke it by executing or authorizing a
later-dated proxy by mail, touch-tone telephone or via the Internet. All
properly executed proxies received in time for the Meeting will be voted as
specified in the proxy or, if no specification is made, for the proposals
referred to in the Proxy Statement. Also, all votes entitled to be cast will be
cast in the proxies' discretion on any other matters as may properly come before
the Meeting.

The presence at any stockholders' meeting, in person or by proxy, of
stockholders entitled to cast a majority of the votes entitled to be cast shall
be necessary and sufficient to constitute a quorum for the transaction of
business. If a proposal is to be voted on by only one class of a Fund's shares,
a quorum of that class of shares must be present at the Meeting in order for the
proposal to be considered. For purposes of determining the presence of a quorum
for transacting business at the Meeting, abstentions and broker "non-votes," if
any, will be treated as shares that are present but which have not been voted.
Broker non-votes are proxies received by a Fund from brokers or nominees when
the broker or nominee has neither received instructions from the beneficial
owner or other persons entitled to vote nor has discretionary power to vote on a
particular matter. Accordingly, stockholders are urged to forward their voting
instructions promptly.

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

Holders of record of shares of each Fund at the close of business on May 4,
2006 (the "Record Date") will be entitled to one vote per share on each matter
as to which they are entitled to vote at the Meeting and any postponements or
adjournments thereof.

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

For RREEF I:

<Table>
<Caption>
ISSUED AND
SHARES OUTSTANDING
- ------ ---------------

Common Stock................................................ 15,971,356.7847
Series A Preferred Stock.................................... 3,200
Series B Preferred Stock.................................... 3,200
</Table>

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

*Each Annual Meeting is a separate meeting but they are referred to in this
joint Proxy Statement together for simplicity as the Meeting.
1

For RREEF II:

<Table>
<Caption>
ISSUED AND
SHARES OUTSTANDING
- ------ ---------------

Common Stock................................................ 38,808,946.5822
Series A Preferred Stock.................................... 2,800
Series B Preferred Stock.................................... 2,800
Series C Preferred Stock.................................... 2,800
Series D Preferred Stock.................................... 2,800
Series E Preferred Stock.................................... 2,800
</Table>

At the Meeting, common stockholders of each Fund will have equal voting
rights (i.e., one vote per share) with each Fund's preferred stockholders as to
matters on which they are entitled to vote. The preferred stockholders of each
Fund will vote together with common stockholders of each Fund as a single class
on Proposal I. Only the preferred stockholders of each Fund, voting in each case
as a separate class, will vote on Proposal II.

Each Fund provides periodic reports to all stockholders which highlight
relevant information, including investment results and a review of portfolio
changes. You may request an additional copy of the annual report for a Fund for
the fiscal year ended December 31, 2005 without charge, by calling 800-349-4281,
writing to the Fund at 345 Park Avenue, New York, New York 10154, or visiting
the Funds' website at www.cef.dws-scudder.com.

PROPOSALS I AND II: ELECTION OF DIRECTORS

Persons named as proxies on the accompanying proxy card(s) intend, in the
absence of contrary instructions (i) with respect to the holders of common stock
and preferred stock of each Fund, to vote all proxies "FOR" the election of the
three nominees indicated in Proposal I and listed in "Information Concerning
Nominees" as Directors of each Fund; and (ii) with respect to the holders of
preferred stock of each Fund, to vote all proxies "FOR" the election of the
nominee indicated in Proposal II and listed in "Information Concerning Nominees"
as a Director of each Fund. If elected, Ms. Rimel and Messrs. Froewiss, Saunders
and Searcy will each serve for a term of three years and until their respective
successors have been duly elected and qualify or until they retire or resign.
Mr. Shiebler, currently a Class III Director of each Fund, is not standing for
re-election.

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

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

<Table>
<Caption>
COMMON PREFERRED
PROPOSALS SHARES SHARES
- --------- ------ ---------

I. Election of three Class III Directors by all stockholders of X X
each Fund (Rebecca W. Rimel, Philip Saunders, Jr. and
William N. Searcy, Jr. nominated for each Fund).............
II. Election of one Class III Director by the holders of X
preferred stock of each Fund (Kenneth C. Froewiss nominated
for each Fund)..............................................
</Table>

INFORMATION CONCERNING NOMINEES

The following table sets forth certain information concerning each of the
nominees for Director of each Fund. Each of the nominees, with the exception of
Mr. Froewiss, is now a Director of each Fund. One of the nominees, Mr. Saunders,
is anticipated to retire in 2007 pursuant to the Boards' retirement policy.
Accordingly, if the nominees are elected, only three of the four nominees may be
on a Board by the end of 2007. Unless otherwise noted, each of the nominees has
engaged in the principal occupation listed in the following table for the past
five years, but not necessarily in the same capacity. For election of Directors
at the Meeting, the Boards of Directors has approved the nomination of the
individuals listed in the following table.

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

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

Kenneth C. Froewiss**....... Clinical Professor of Finance, NYU Stern School of None over $100,000 65
1945 Business (1997-present); Director, Scudder Global High
Nominee Income Fund, Inc. (since 2001), DWS Global Commodities
Stock Fund, Inc. (since 2004), DWS New Asia Fund, Inc.
(since 1999), The Brazil Fund, Inc. (since 2000);
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).
Rebecca W. Rimel............ President and Chief Executive Officer, The Pew None over $100,000 86
1951 Charitable Trusts (charitable foundation) (1994 to
Board member since inception present); Trustee, Thomas Jefferson Foundation
of each Fund (charitable organization (1994 to present); Trustee,
Executive Committee, Philadelphia Chamber of Commerce
(2001 to present); Director, DWS Global High Income
Fund, Inc. (since October 2005), DWS Global Commodities
Stock Fund, Inc. (since October 2005). Formerly,
Executive Vice President, The Glenmede Trust Company
(investment trust and wealth management) (1983 to
2004); Board Member, Investor Education (charitable
organization) (2004-2005)
Philip Saunders, Jr. ....... Principal, Philip Saunders Associates (economic and None over $100,000 86
1935 financial consulting) (since November 1988); Director,
Board member since inception DWS Global High Income Fund, Inc. (since October 2005),
of each Fund DWS Global Commodities Stock Fund, Inc. (since October
2005). Formerly, Director, Financial Industry
Consulting, Wolf & Company (consulting) (1987-1988);
President, John Hancock Home Mortgage Corporation
(1984-1986); Senior Vice President of Treasury and
Financial Services, John Hancock Mutual Life Insurance
Company, Inc. (1982-1986)
William N. Searcy, Jr....... Private investor since October 2003; Trustee of 7 open- None over $100,000 86
1946 end mutual funds managed by Sun Capital Advisers, Inc.
Board member since inception (since October 1998); Director, DWS Global High Income
of each Fund Fund, Inc. (since October 2005), DWS Global Commodities
Stock Fund, Inc. (since October 2005). Formerly,
Pension & Savings Trust Officer, Sprint Corporation(4)
(telecommunications) (November 1989-October 2003)
</Table>

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

* Director or Nominee for Director who is "independent" according to Section
121A of American Stock Exchange listing standards and who is not an
"interested" person of the Funds, as defined in Section 2(a)(19) of the
Investment Company Act of 1940, as amended (the "1940 Act").

** To be elected only by the holders of preferred stock of each of RREEF I and
RREEF II.

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

(2) The dollar ranges are: None, $1 -- $10,000, $10,001 -- $50,000,
$50,001 -- $100,000, over $100,000. Within four years of a Director's
appointment or election to the Board, the Director intends to own more than
$250,000 in total of the funds overseen by the Board in the Fund Complex,
valued at the time of purchase and inclusive of deferred compensation. All
fund holdings information is as of December 31, 2005.

(3) The total number of funds in the Fund Complex is 161.

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

INFORMATION CONCERNING CONTINUING DIRECTORS

The Board of Directors for each Fund is divided into three classes. The
terms of Classes I and II Directors do not expire this year. The following table
sets forth certain information regarding the Directors in such classes. Unless
otherwise noted, each Director has engaged in the principal occupation listed in
the following table for more than five years, but not necessarily in the same
capacity.

CLASS I -- CONTINUING INDEPENDENT DIRECTORS TO SERVE UNTIL 2007 ANNUAL MEETINGS
OF STOCKHOLDERS:

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

Dawn-Marie Driscoll............ President, Driscoll Associates (consulting None over $100,000 63
1946 firm); Executive Fellow, Center for Business
Board member since 2006 Ethics, Bentley College; formerly, Partner,
Palmer & Dodge (1988-1990); Vice President of
Corporate Affairs and General Counsel, Filene's
(1978-1988). Directorships: Advisory Board,
Center for Business Ethics, Bentley College;
Board of Governors, Investment Company
Institute; Member, Executive Committee of the
Independent Directors Council of the Investment
Company Institute; Southwest Florida Community
Foundation (charitable organization); Director,
DWS Global High Income Fund, Inc. (since October
2005), DWS Global Commodities Stock Fund, Inc.
(since October 2005)
Keith R. Fox................... Managing General Partner, Exeter Capital None over $100,000 63
1954 Partners (private equity funds). Directorships:
Board member since 2006 Progressive Holding Corporation (kitchen goods
importer and distributor); Cloverleaf
Transportation Inc. (trucking); Natural History,
Inc. (magazine publisher); Box Top Media Inc.
(advertising), DWS Global High Income Fund, Inc.
(since October 2005), DWS Global Commodities
Stock Fund, Inc. (since October 2005)
Martin J. Gruber............... Nomura Professor of Finance, Leonard N. Stern None over $100,000 86
1937 School of Business, New York University (since
Board member since inception of September 1965); Director, Japan Equity Fund,
each Fund Inc. (since January 1992), Thai Capital Fund,
Inc. (since January 2000) and Singapore Fund,
Inc. (since January 2000) (registered investment
companies), DWS Global High Income Fund, Inc.
(since October 2005), DWS Global Commodities
Stock Fund, Inc. (since October 2005). Formerly,
Trustee, TIAA (pension funds) (January
1996-January 2000); Trustee, CREF and CREF
Mutual Funds (January 2000-March 2005);
Chairman, CREF and CREF Mutual Funds (February
2004-March 2005); and Director, S.G. Cowen
Mutual Funds (January 1985-January 2001)
</Table>

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

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

Richard J. Herring.......... Jacob Safra Professor of International RREEF I -- over $100,000 86
Banking
1946 and Professor, Finance Department, The $10,001 - $50,000
Board member since inception Wharton School, University of Pennsylvania RREEF II --
of each Fund (since July 1972); Director, Lauder $10,001 - $50,000
Institute of International Management
Studies (since July 2000); Co-Director,
Wharton Financial Institutions Center
(since July 2000); Director, DWS Global
High Income Fund, Inc. (since October
2005), DWS Global Commodities Stock Fund,
Inc. (since October 2005). Formerly, Vice
Dean and Director, Wharton Undergraduate
Division (July 1995-June 2000)
Graham E. Jones............. Senior Vice President, BGK Realty, Inc. RREEF I -- over $100,000 86
1933 (commercial real estate) (since 1995); None
Board member since inception Director, DWS Global High Income Fund, Inc. RREEF II --
of each Fund (since October 2005), DWS Global $50,001 - $100,000
Commodities Stock Fund, Inc. (since October
2005). Formerly, Trustee of various
investment companies managed by Sun Capital
Advisers, Inc. (1998-2005), Morgan Stanley
Asset Management (1985-2001) and Weiss,
Peck and Greer (1985-2005)
Jean Gleason Stromberg...... Retired. Formerly, Consultant (1997-2001); None over $100,000 63
1943 Director, US Government Accountability
Board member since 2006 Office (1996-1997); Partner, Fulbright &
Jaworski, L.L.P. (law firm) (1978-1996).
Directorships: The William and Flora
Hewlett Foundation; Service Source, Inc.;
DWS Global High Income Fund, Inc. (since
October 2005), DWS Global Commodities Stock
Fund, Inc. (since October 2005). Former
Directorships: Mutual Funds Directors Forum
(2002-2004), American Bar Retirement
Association (funding vehicle for retirement
plans) (1987-1990 and 1994-1996)
</Table>

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

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

(3) The total number of funds in the Fund Complex is 161.

REQUIRED VOTE

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

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 and Section 30(h) of
the 1940 Act, as applied to a fund, require the fund's officers and Directors,
investment manager, investment advisor, affiliates of the fund's

investment manager and investment advisor, and persons who beneficially own more
than ten percent of a registered class of the fund's outstanding securities
("Reporting Persons"), to file reports of ownership of the fund's securities and
changes in such ownership with the Securities and Exchange Commission (the
"SEC"). Such persons are required by SEC regulations to furnish the fund with
copies of all such filings.

Based on a review of reports filed by each Fund's Directors and officers,
the Investment Manager, officers and directors of the Investment Manager and
investment advisor, affiliated persons of the Investment Manager and the
investment advisor and beneficial holders of 10% or more of each Fund's
outstanding stock, and written representations by the Reporting Persons that no
year-end reports were required for such persons, all filings required for the
fiscal year ended December 31, 2005 were timely, except that Michael Colon and
Vincent J. Esposito each filed a Form 3 late. Each has since made the necessary
filing. As a convenience to the Directors, the Investment Manager assists them
in making their Section 16 filings.

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

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

BOARD MEETINGS -- COMMITTEES OF THE BOARDS OF DIRECTORS

The Board of Directors of each Fund met 10 times during the fiscal year
ended December 31, 2005. Each Director attended at least 75% of all meetings of
the Boards of Directors and of all meetings of committees of the Boards on which
he or she served as a regular member. As of December 31, 2005, each Board of
Directors has an Audit Committee, an Expenses/Operations Committee, an Equity
Oversight Committee, a Fixed Income Oversight Committee, a
Legal/Regulatory/Compliance Committee, a Marketing/Shareholder Servicing
Committee, a Nominating and Governance Committee and a Valuation Committee. The
Boards do not have a compensation committee. The responsibilities of each
Committee are described below.

AUDIT COMMITTEE

The Audit Committee of each Board of Directors assists the Board in
fulfilling its responsibility for oversight of the quality and integrity of the
accounting, auditing and financial reporting practices of each Fund. It also
makes recommendations to the Boards as to the selection of the independent
registered public accounting firm, reviews the methods, scope and results of the
audits and audit fees charged, and reviews each Fund's internal accounting
procedures and controls. The Audit Committee also considers the scope and amount
of non-audit services provided to the Funds, the Investment Manager and
affiliates by the independent registered public accounting firm. Ms. Stromberg,
Messrs. Fox, Jones and Searcy and Drs. Herring and Saunders (chair) currently
serve as members of the Audit Committee. Each member of the Audit Committee is
"independent" as defined in Section 121(A) of the listing standards of the
American Stock Exchange, on which the common stock of each Fund is listed. The
Audit Committee for each Fund met seven times during the fiscal year ended
December 31, 2005.

At a meeting held on December 1, 2005, the Audit Committees of RREEF I and
of RREEF II appointed PricewaterhouseCoopers LLP ("PwC") to act as independent
registered public accounting firm for each Fund for the fiscal year ended
December 31, 2005. Each Fund's financial statements for the fiscal year

ended December 31, 2005 were audited by PwC. The following table sets forth the
aggregate fees billed for professional services rendered by PwC to the Funds:

<Table>
<Caption>
FUND FISCAL YEAR ENDED AUDIT FEES TAX FEES AUDIT -- RELATED FEES ALL OTHER FEES
- ---- ----------------- ---------- -------- --------------------- --------------

RREEF I.............. December 31, 2004 $52,900 $8,105 $185 $0
December 31, 2005 $56,200 $ 0 $225 $0
RREEF II............. December 31, 2004 $52,900 $8,105 $185 $0
December 31, 2005 $56,200 $ 0 $225 $0
</Table>

The fees disclosed under the caption "Tax Fees" were billed for
professional services rendered for tax compliance and tax return preparation.
The fees disclosed under the "Audit-Related Fees" were billed for services in
connection with an assessment of internal controls and additional related
procedures. The fees disclosed under the caption "All Other Fees" were billed
for services provided pursuant to agreed upon procedures relating to each Fund's
preferred stock.

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

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

RREEF I.............. 2004 $8,105 $ 0 $253,272 $261,377
2005 $ 0 $197,605 $104,635 $302,240
RREEF II............. 2004 $8,105 $ 0 $253,272 $261,377
2005 $ 0 $197,605 $104,635 $302,240
</Table>

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

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

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

purpose of considering the proposal. Should the Chair be unavailable, any other
member of the Audit Committee may serve as an alternate for the purpose of
approving or denying the request.

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

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

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

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

In connection with the audited financial statements as of and for the year
ended December 31, 2005 included in each Fund's Annual Report (the "Annual
Report"), at a meeting held on February 22, 2006, the Audit Committee considered
and discussed the audited financial statements with management and the
independent registered public accounting firm, and discussed the audit of such
financial statements with the independent registered public accounting firm. The
Audit Committee also discussed with the independent registered public accounting
firm the matters required to be discussed by Statement on Auditing Standards No.
61 (Communications with Audit Committees). The independent registered public
accounting firm provided to the Committee the written disclosure and the letter
required by Independent Standards Board Standard No. 1 (Independence Discussions
with Audit Committees) and the Audit Committee discussed with representatives of
the independent registered public accounting firm their firm's independence.

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

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

Submitted by the Audit Committee of each Fund's Board of Directors: Richard
J. Herring, Graham E. Jones, Philip Saunders, Jr. and William N. Searcy, Jr.

NOMINATING AND GOVERNANCE COMMITTEE

The Nominating and Governance Committee, comprised of Mr. Jones and Mss.
Rimel (chair) and Stromberg, makes recommendations to each Board on issues
related to the composition and operation of the
8

Board, communicates with management on those issues and evaluates and nominates
Board member candidates to the Board. The Nominating and Governance Committee
for each Fund met five times during the fiscal year ended December 31, 2005. On
April 11, 2006, the Nominating and Governance Committee recommended, and
Independent Directors nominated, the Nominees presented in this Proxy Statement.

In order to fill vacancies on the Board, the Committee also recommended the
election by the Board of Directors of Dawn-Marie Driscoll and Keith R. Fox as
Class I Directors of each Fund and Jean Gleason Stromberg as a Class II Director
of each Fund. The Board of Directors elected Mr. Fox and Mss. Driscoll and
Stromberg to the Board of each Fund, in each case to serve until his or her
successor is duly elected and qualified or until he or she resigns or is
otherwise removed. In determining to elect these individuals to the Board, each
of whom is currently a Board member of other DWS fund Boards, the Board
recognized that shareholders of some of the open-end DWS funds had been asked to
elect a slate including these individuals as Board members at their May
shareholder meetings as part of a process of combining the Boards of some of the
DWS open-end funds and that the election by the Board of Mr. Fox and Mss.
Driscoll and Stromberg, along with the proposed election by the shareholders of
the Funds of Class III Directors of the Funds, would make the Board composition
of the Funds closer to the composition of the Board for those open-end DWS
funds. It is anticipated that moving the Funds more closely to the unified board
structure of the open-end DWS funds will enhance effectiveness of Board
oversight of the Funds. The Committee members and the Boards of the Funds were
familiar with the qualifications of Mr. Fox and Mss. Driscoll and Stromberg from
their considerations as Board members of DWS open-end funds. It is anticipated
that after the Meeting Ms. Driscoll will become Chairman of the Board of each
Fund. Ms. Driscoll has served as Chairman of certain open-end DWS fund Boards
since 2004.

The Board of Directors has adopted a written charter for the Nominating and
Governance Committee, dealing exclusively with the Committee's nominating
functions. A current copy of the Nominating and Governance Committee Charter is
not available on the Funds' website but was included as Appendix B to the joint
Proxy Statement for the 2004 Annual Meeting of Stockholders of the Funds.

While the Committee is solely responsible for the selection and
recommendation of candidates to the Board, the Committee may consider nominees
recommended by Fund stockholders as it deems appropriate. Stockholders wishing
to submit the name of a candidate for consideration as a Board member by the
Committee should submit their recommendation(s) to the Secretary of the Funds.

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

Any such notice by a stockholder shall set forth (i) as to each person whom
the stockholder proposes to nominate for election or re-election as a Director
(A) the name, age, business address and residence address of such person, (B)
the class, series and number of shares, if any, of the capital stock of the Fund
which are beneficially owned by such person, (C) whether such stockholder
believes such person is, or is not, an "interested person" of the Fund, as such
term is defined in the 1940 Act and information that is sufficient, in the
discretion of the Board of Directors or any Committee thereof or any authorized
person of the Fund, to make such determination and (D) all other information
relating to such person that is required to be disclosed in solicitations of
proxies for the election of Directors (even if an election contest is not
involved) or is otherwise required pursuant to Regulation 14A under the
Securities Exchange Act of 1934 or any successor regulation thereto (including
without limitation such person's written consent to being named in the proxy

statement as a nominee and to serving as a Director if elected and whether any
person intends to seek reimbursement from the Fund of the expenses of any
solicitation of proxies should such person be elected a Director of the Fund)
and each Fund's Bylaws; and (ii) as to the stockholder giving the notice, (A)
the name and address, as they appear on the Fund's books and the current name
and address, if different and (B) the class, series and number of shares of the
capital stock of the Fund which are beneficially owned. Other than as described
above and as set forth in its charter, the Nominating and Governance Committee
has not adopted a formal process for identifying and evaluating director
nominees.

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

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

Directors are invited to all stockholder meetings and are encouraged to
attend stockholder meetings when these meetings coincide with meetings of the
Boards of Directors. Effective as of April 2, 2004, the Board of Directors of
each Fund has established a policy that at least one Director shall attend all
stockholder meetings. All of the then-incumbent Directors personally attended
the 2005 annual meetings of stockholders for RREEF I and RREEF II, at which the
only proposals considered were with respect to the election of directors.

VALUATION COMMITTEE

The Valuation Committee oversees the valuation of each Fund's securities
and other assets. Drs. Herring, Gruber and Saunders and Mr. Fox are members of
the Committee with all other Board members as alternates. The Valuation
Committee met on behalf of RREEF I 11 times and on behalf of RREEF II 10 times
during the fiscal year ended December 31, 2005.

EXPENSES/OPERATIONS COMMITTEE

Each Board has an Expenses/Operations Committee (formerly, the Operations
Committee), comprised of Ms. Driscoll, Messrs. Fox, Jones and Searcy and Dr.
Saunders. The Expenses/Operations Committee, which met on behalf of each Fund
six times during the fiscal year ended December 31, 2005, (i) monitors each
Fund's total operating expense levels, (ii) oversees the provision of
administrative services to each Fund, including the Fund's custody, Fund
accounting, Fund auctions and insurance arrangements and (iii) reviews the
brokerage practices for each Fund, including the implementation of related
policies.

EQUITY OVERSIGHT COMMITTEE

Each Board has an Equity Oversight Committee, comprised of Ms. Rimel and
Drs. Gruber, Herring and Saunders, which oversees the investment activities of
the Funds and the other DWS equity funds. The Equity Oversight Committee met on
behalf of each Fund six times during the fiscal year ended December 31, 2005.

FIXED INCOME OVERSIGHT COMMITTEE

Each Board has a Fixed Income Oversight Committee which reviews the
performance of the DWS fixed income funds. Currently, the members of the Fixed
Income Oversight Committee are Mss. Driscoll, Rimel and Stromberg and Messrs.
Jones and Searcy. The Fixed Income Oversight Committee met on behalf of each
Fund six times during the fiscal year ended December 31, 2005.

LEGAL/REGULATORY/COMPLIANCE COMMITTEE

Each Board has a Legal/Regulatory/Compliance Committee which oversees the
significant legal affairs of the Funds and general compliance matters relating
to the Funds. Currently, the members of the Legal/ Regulatory/Compliance
Committee are Mss. Driscoll, Rimel and Stromberg and Mr. Searcy. The Legal/
Regulatory/Compliance Committee met on behalf of each Fund six times during the
fiscal year ended December 31, 2005.

MARKETING/SHAREHOLDER SERVICING COMMITTEE

Each Board has a Marketing/Shareholder Servicing Committee which oversees
the quality, costs and types of shareholder services provided to the Funds and
their shareholders. Currently, the members of the Marketing/Shareholder
Servicing Committee are Ms. Stromberg, Mr. Jones and Drs. Gruber and Herring.
The Marketing/Shareholder Servicing Committee met on behalf of each Fund six
times during the fiscal year ended December 31, 2005.

OFFICERS OF THE FUND

The following persons are officers of the Funds:

<Table>
<Caption>
POSITION WITH THE FUNDS AND BUSINESS EXPERIENCE AND DIRECTORSHIPS
NAME AND DATE OF BIRTH LENGTH OF TIME SERVED DURING THE PAST 5 YEARS
- ---------------------- --------------------------- ----------------------------------------------------

Michael Colon................. President of the Funds Managing Director and Chief Operating Officer,
12/09/69 since 2006 Deutsche Asset Management (since 1999).
Paul H. Schubert.............. Chief Financial Officer and Managing Director, Deutsche Asset Management (since
1/11/63 Treasurer of the Funds July 2004). Formerly, Executive Director, Head of
since 2004 Mutual Fund Services and Treasurer for UBS Family of
Funds at UBS Global Asset Management (1998-2004);
Vice President and Director of Mutual Fund Finance
at UBS Global Asset Management (1994-1998).
John Millette................. Vice President and Director, Deutsche Asset Management (2002-present).
8/23/62 Secretary of the Funds Formerly, Vice President, Deutsche Asset Management
since 2003 (2000-2002); Assistant Vice President, Zurich
Scudder Investments (1999-2000).
Patricia DeFilippis........... Assistant Secretary of the Vice President, Deutsche Asset Management (since
6/21/63 Funds since 2005 June 2005); Counsel, New York Life Investment
Management LLC (2003-2005); legal associate, Lord,
Abbett & Co. LLC (1998-2003).
Elisa D. Metzger.............. Assistant Secretary of the Director, Deutsche Asset Management (since September
9/15/62 Funds since 2005 2005); Counsel, Morrison and Foerster LLP
(1999-2005).
Caroline Pearson.............. Assistant Secretary of Managing Director, Deutsche Asset Management.
4/01/62 RREEF I, since 2002; of
RREEF II, since 2003
Scott M. McHugh............... Assistant Treasurer of the Director, Deutsche Asset Management.
9/13/71 Funds since 2005
Kathleen Sullivan D'Eramo..... Assistant Treasurer of the Director, Deutsche Asset Management. Formerly,
1/25/57 Funds since 2003 Senior Vice President of Zurich Scudder Investments
(2000-2002); Vice President of Zurich Scudder
Investments and predecessor companies (1995-2000).
John Robbins.................. Anti-Money Laundering Managing Director, Deutsche Asset Management (since
4/8/66 Compliance Officer of the 2005); formerly, Chief Compliance Officer and
Funds since 2005 Anti-Money Laundering Compliance Officer for GE
Asset Management (1999-2005).
Philip Gallo.................. Chief Compliance Officer of Managing Director, Deutsche Asset Management (2003-
8/2/62 the Funds since 2004 present). Formerly, Co-Head of Goldman Sachs Asset
Management Legal (1994-2003).
</Table>

A. Thomas Smith............... Chief Legal Officer of the Managing Director, Deutsche Asset Management (2004-
12/14/56 Funds since 2005 present); formerly, General Counsel, Morgan Stanley
and Van Kampen and Investments (1999-2004); Vice
President and Associate General Counsel, New York
Life Insurance Company (1994-1999); senior attorney,
The Dreyfus Corporation (1991-1993); senior
attorney, Willkie Farr & Gallagher LLP (1989-1991);
staff attorney, US Securities & Exchange Commission
and the Illinois Securities Department (1986-1989).
</Table>

COMPENSATION OF DIRECTORS AND CERTAIN OFFICERS

Officers of the Funds and Directors who are interested persons of the Funds
do not receive any compensation from the Funds or any other fund in the DWS fund
complex that is a U.S. registered investment company. Each of the other
Directors is paid an annual retainer of $112,000 for service as a Director of
the Funds and of certain other funds overseen by the Board of Directors that are
advised by the Investment Manager or its affiliates, an aggregate fee of $3,000
for each meeting of such funds attended and an aggregate fee of $1,000 for each
telephonic meeting of such funds attended. The chairman of the Board receives an
additional retainer of $12,000 annually. The chair of the Audit Committee
receives an additional aggregate fee of $5,000 annually. All Directors are
reimbursed for the expenses of attendance at such meetings. In the column in the
following table headed "Total Compensation From Fund Complex Paid to Directors,"
the compensation paid to each Director represents the aggregate amount paid to
the Director by each Fund and such other funds that each Director serves or
served. The Directors do not receive any pension or retirement benefits from the
fund complex.

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

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

Column (2) For RREEF I, aggregate compensation received by a Director from
the Fund for the fiscal year ended December 31, 2005.

Column (3) For RREEF II, aggregate compensation received by a Director from
the Fund for the fiscal year ended December 31, 2005.

Column (4) Total compensation for Directors and Nominees from the Fund
Complex for the year ended December 31, 2005.

<Table>
<Caption>
(1) (2) (3) (4)
RREEF I RREEF II
AGGREGATE AGGREGATE
COMPENSATION COMPENSATION TOTAL COMPENSATION FROM
FROM THE FUND FOR FROM THE FUND FOR THE FUND COMPLEX FOR
THE YEAR ENDED THE YEAR ENDED THE YEAR ENDED
DIRECTOR DECEMBER 31, 2005 DECEMBER 31, 2005 DECEMBER 31, 2005(2)(3)
- -------- ----------------- ----------------- -----------------------

Dawn-Marie Driscoll(4).......... N/A N/A $203,829
Keith R. Fox.................... N/A N/A $184,829
Kenneth C. Froewiss(5).......... N/A N/A $129,687
Martin J. Gruber................ $2,414 $4,193 $135,000
Richard J. Herring(1)........... $2,433 $4,229 $136,000
Graham E. Jones................. $2,575 $4,509 $144,000
Rebecca W. Rimel(1)............. $2,635 $4,571 $146,280
Philip Saunders, Jr. ........... $2,601 $4,559 $145,000
William N. Searcy............... $2,680 $4,716 $150,500
Jean Gleason Stromberg.......... N/A N/A $178,549
</Table>

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

(1) Of the amounts payable to Ms. Rimel and Dr. Herring, $45,630 and $28,724,
respectively, was deferred pursuant to a deferred compensation plan.

(2) Aggregate compensation reflects amounts paid to the Directors and Nominees,
except Mr. Froewiss, for special meetings of ad hoc committees of the New
York and Boston DWS Boards in connection with the possible consolidation of
the various DWS Fund Boards and funds, meetings for considering fund expense
simplification and other legal and regulatory matters. Such amounts totaled
$3,000 for Dr. Gruber, $3,000 for Dr. Herring, $11,000 for Mr. Jones,
$12,280 for Ms. Rimel, $3,500 for Dr. Saunders, $17,500 for Mr. Searcy,
$26,280 for Ms. Driscoll, $25,280 for Mr. Fox and $18,000 for Ms. Stromberg.
These meeting fees were borne by the DWS funds. Aggregate compensation also
reflects amounts paid to the Boston DWS funds Board members for special
meetings of the Boston DWS funds Board in connection with reviewing the
Boston DWS funds' rebranding initiative to change to the DWS Family of
Funds. Such amounts totaled $1,000 for each of Ms. Driscoll, Mr. Fox, Mr.
Froewiss and Ms. Stromberg. The Boston DWS funds were reimbursed for these
meeting fees by the Boston DWS funds' investment manager.

(3) During the calendar year 2005, the total number of New York DWS funds
overseen by each Director was 55 funds. For Ms. Driscoll, Mr. Fox and Ms.
Stromberg, who are DWS Boston fund Board members, total compensation
includes compensation for service on the boards of 20 trusts/corporations
comprised of 48 funds/portfolios. Mr. Froewiss currently serves on the
boards of 23 trusts/corporations comprised of 46 funds/portfolios.

(4) Includes $19,000 in annual retainer fees in Ms. Driscoll's role as Chairman
of the Board of the Boston DWS funds.

(5) Mr. Froewiss was appointed to the Boston DWS funds Board on September 15,
2005. His compensation includes fees received as a Board member of five DWS
closed-end funds in 2005.

None of the Independent Directors, the nominees or their family members had
any interest in DeAM, Inc., RREEF America L.L.C ("RREEF"), or any person
directly or indirectly controlling, controlled by, or under common control with
DeAM, Inc. or RREEF as of December 31, 2005, except for holdings described under
"Information Concerning Nominees."

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

THE INVESTMENT MANAGER AND ADVISOR

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

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

estate investment management arm of Deutsche Asset Management*, which is the
global investment management business of Deutsche Bank AG. RREEF is one of the
largest advisers of combined real property and real estate securities globally
with more than 200 professionals and 2,000 employees worldwide.

OTHER MATTERS

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

MISCELLANEOUS

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

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

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

In the event that sufficient votes in favor of any proposal set forth in
the Notice of Annual Meeting of Stockholders are not received by June 28, 2006,
the persons named as appointed proxies on the enclosed proxy card may propose
one or more adjournments of the Meeting to permit further solicitation of
proxies. Any such adjournment will require the affirmative vote of the holders
of a majority of the votes cast. The persons named as appointed proxies on the
enclosed proxy card(s) will vote in favor of such adjournment those proxies
which they are entitled to vote in favor of the proposal for which further
solicitation of proxies is to be made.

If a quorum is not present at the Meeting, the stockholders entitled to
vote at the Meeting, present in person or represented by proxy, will have the
power to adjourn the Meeting from time to time, without notice other than
announcement at the Meeting, to a date not more than 120 days after the Record
Date, until a quorum is present or represented. At such adjourned meeting, at
which a quorum is present or represented, any business which might have been
transacted at the original Meeting may be transacted.

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

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

* Deutsche Asset Management is the marketing name in the US for the asset
management activities of Deutsche Bank AG, DeAM, Inc., Deutsche Investment
Management Americas Inc., Investment Company Capital Corp., Deutsche Bank
Trust Company Americas and DWS Trust Company.
14

STOCKHOLDER PROPOSALS

Each of the Fund's current Bylaws provide that in order for a stockholder
to nominate a candidate for election as a Director at an annual meeting of
stockholders or propose business for consideration at such meeting, written
notice containing the information required by the current Bylaws generally must
be delivered to the Secretary of the applicable Fund, John Millette, c/o
Deutsche Asset Management, Inc., Two International Place, Boston, Massachusetts,
02110, not less than 90 nor more than 120 days prior to the first anniversary of
the mailing of the notice for the preceding year's annual meeting. Accordingly,
a stockholder nomination or proposal intended to be considered at the 2007
Annual Meeting must be received by the Secretary of the applicable Fund on or
after January 11, 2006, and prior to February 13, 2007. However, under the rules
of the SEC, if a stockholder wishes to submit a proposal for possible inclusion
in the applicable Fund's 2007 proxy statement pursuant to Rule 14a-8 of the
Securities Exchange Act of 1934, the applicable Fund must receive it on or
before January 11, 2007. All nominations and proposals must be in writing and
must conform to the requirements of the Bylaws of the applicable Fund.

By order of the Boards of Directors,

(-s- John Millette)
John Millette,
Secretary

Two International Place
Boston, Massachusetts 02110
May 31, 2006

APPENDIX A

INSTRUCTIONS FOR SIGNING PROXY CARD

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

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

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

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

<Table>
<Caption>
REGISTRATION VALID SIGNATURES
- ------------ ----------------

Corporate Accounts
(1) ABC Corp. .......................................... ABC Corp.
(2) ABC Corp. .......................................... John Doe, Treasurer
(3) ABC Corp.
c/o John Doe, Treasurer............................. John Doe
(4) ABC Corp. Profit Sharing Plan....................... John Doe, Trustee

Trust Accounts
(1) ABC Trust........................................... Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee
u/t/d 12/28/78...................................... Jane B. Doe

Custodial or Estate Accounts
(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr.
UGMA................................................ John B. Smith
(2) John B. Smith....................................... John B. Smith, Jr., Executor
</Table>

A-1

(DWS LOGO)

DWS RREEF REAL ESTATE FUND, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS - JUNE 28, 2006
The undersigned hereby appoints Patricia DeFilippis, Caroline Pearson and John
Millette, and each of them, as proxies of the undersigned, with the full power
of substitution to each of them, to vote all shares of DWS RREEF Real Estate
Fund, Inc. which the undersigned is entitled to vote at the Annual Meeting of
Stockholders of DWS RREEF Real Estate Fund, Inc. to be held at the offices of
Deutsche Asset Management, Inc., 27th Floor, 345 Park Avenue, New York, New York
10154, on Wednesday, June 28, 2006 at 1:00 p.m., Eastern time, and at any
adjournments thereof.
(CONTINUED, AND TO BE SIGNED, ON THE REVERSE SIDE.)
P
R
O
X
Y
- - TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE -
SEE REVERSE SIDE
DWS RREEF REAL ESTATE FUND, INC. OFFERS STOCKHOLDERS OF RECORD
THREE WAYS TO VOTE YOUR PROXY
YOUR TELEPHONE OR INTERNET VOTE AUTHORIZES THE NAMED PROXIES TO VOTE YOUR SHARES
IN THE SAME MANNER AS IF YOU HAD RETURNED YOUR PROXY CARD. WE ENCOURAGE YOU TO
USE THESE COST EFFECTIVE AND CONVENIENT WAYS OF VOTING, 24 HOURS A DAY, 7 DAYS A
WEEK.
VOTING BY MAIL
Simply sign and date your
proxy card and return it in
the postage-paid envelope
to Georgeson Shareholder
Communications, Wall Street
Station, P.O. Box 1100, New
York, NY 10269-0646. If you
are voting by telephone or the
Internet, please do not mail
your proxy card.
TELEPHONE VOTING
This method of voting is
available for residents of the
U.S. and Canada. On a touch
tone telephone, call TOLL FREE
1-800-790-4577, 24 hours a day,
7 days a week. Have this proxy
card ready, then follow the
prerecorded instructions. Your
vote will be confirmed and cast
as you have directed. Available

24 hours a day, 7 days a week
until 5:00 p.m. Eastern Daylight
Time on June 27, 2006.
INTERNET VOTING
Visit the Internet voting Web site
at HTTP://PROXY.GEORGESON.COM.
Have this proxy card ready and
follow the instructions on your
screen. You will incur only your
usual Internet charges. Available
24 hours a day, 7 days a week
until 5:00 p.m. Eastern Daylight
Time on June 27, 2006.
- - TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE -
THE ELECTION OF THREE DIRECTORS:
NOMINEES: CLASS III: REBECCA W. RIMEL, PHILIP SAUNDERS, JR.
AND WILLIAM N. SEARCY, JR.
(Instruction: To withhold authority to vote for any individual nominee,
write that nominee's name on the space provided below).
The Proxies are authorized to vote in their discretion on any other business
which may properly come before the Annual Meeting and any adjournments thereof.
Receipt of the Notice of Annual Meeting and the Proxy Statement, dated May 31,
2006, is hereby acknowledged.
X PLEASE MARK YOUR
VOTES AS INDICATED
IN THIS EXAMPLE.
Date , 2006
(Signature of Stockholder)
(Signature of joint owner, if any)
Please sign exactly as your name or names
appear on this proxy card. Joint owners should
EACH sign. When signing as attorney, executor,
administrator, trustee or guardian, please give
your full title as such.
UNLESS OTHERWISE SPECIFIED IN THE SQUARES PROVIDED, THE UNDERSIGNED'S
VOTE WILL BE CAST FOR THE ITEM LISTED BELOW.
FOR all the nominees
listed at left (EXCEPT
AS MARKED TO THE
CONTRARY BELOW)
WITHHOLD
AUTHORITY to vote
for the nominees
listed at left
PLEASE SIGN AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS
REQUIRED.

DWS RREEF REAL ESTATE FUND, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS - JUNE 28, 2006
The undersigned hereby appoints Patricia DeFilippis, Caroline Pearson and John
Millette, and each of them, as proxies of the undersigned, with the full power
of substitution to each of them, to vote all shares of preferred stock of DWS
RREEF Real Estate Fund, Inc. which the undersigned is entitled to vote at the
Annual Meeting of Stockholders of DWS RREEF Real Estate Fund, Inc. to be held at
the offices of Deutsche Asset Management, Inc., 27th Floor, 345 Park Avenue, New
York, New York 10154, on Wednesday, June 28, 2006 at 1:00 p.m., Eastern time,
and at any adjournments thereof.
(CONTINUED, AND TO BE SIGNED, ON THE REVERSE SIDE.)
P
R
O
X
Y
PLEASE DETACH PROXY CARD HERE
SEE REVERSE SIDE
THE ELECTION OF FOUR DIRECTORS:
NOMINEES: CLASS III: REBECCA W. RIMEL, PHILIP SAUNDERS, JR.,
WILLIAM N. SEARCY, JR. AND KENNETH C. FROEWISS
(Instruction: To withhold authority to vote for any individual nominee,
write that nominee's name on the space provided below).
The Proxies are authorized to vote in their discretion on any other business
which may properly come before the Annual Meeting and any adjournments thereof.
Receipt of the Notice of Annual Meeting and the Proxy Statement, dated May 31,
2006, is hereby acknowledged.
X PLEASE MARK YOUR
VOTES AS INDICATED
IN THIS EXAMPLE.
Date , 2006
(Signature of Stockholder)
(Signature of joint owner, if any)
Please sign exactly as your name or names
appear on this proxy card. Joint owners should
EACH sign. When signing as attorney, executor,
administrator, trustee or guardian, please give
your full title as such.
UNLESS OTHERWISE SPECIFIED IN THE SQUARES PROVIDED, THE UNDERSIGNED'S
VOTE WILL BE CAST FOR THE ITEM LISTED BELOW.
PLEASE DETACH PROXY CARD HERE
PLEASE SIGN AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS
REQUIRED.
FOR all the nominees
listed at left (EXCEPT
AS MARKED TO THE
CONTRARY BELOW)
WITHHOLD
AUTHORITY to vote
for the nominees
listed at left

DWS RREEF REAL ESTATE FUND II, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS - JUNE 28, 2006
The undersigned hereby appoints Patricia DeFilippis, Caroline Pearson and John
Millette, and each of them, as proxies of the undersigned, with the full power
of substitution to each of them, to vote all shares of preferred stock of DWS
RREEF Real Estate Fund II, Inc. which the undersigned is entitled to vote at the
Annual Meeting of Stockholders of DWS RREEF Real Estate Fund II, Inc. to be held
at the offices of Deutsche Asset Management, Inc., 27th Floor, 345 Park Avenue,
New York, New York 10154, on Wednesday, June 28, 2006 at 1:15 p.m., Eastern
time, and at any adjournments thereof.
(CONTINUED, AND TO BE SIGNED, ON THE REVERSE SIDE.)
P
R
O
X
Y
PLEASE DETACH PROXY CARD HERE
SEE REVERSE SIDE
THE ELECTION OF FOUR DIRECTORS:
NOMINEES: CLASS III: REBECCA W. RIMEL, PHILIP SAUNDERS, JR.,
WILLIAM N. SEARCY, JR. AND KENNETH C. FROEWISS
(Instruction: To withhold authority to vote for any individual nominee,
write that nominee's name on the space provided below).
The Proxies are authorized to vote in their discretion on any other business
which may properly come before the Annual Meeting and any adjournments thereof.
Receipt of the Notice of Annual Meeting and the Proxy Statement, dated May 31,
2006, is hereby acknowledged.
X PLEASE MARK YOUR
VOTES AS INDICATED
IN THIS EXAMPLE.
Date , 2006
(Signature of Stockholder)
(Signature of joint owner, if any)
Please sign exactly as your name or names
appear on this proxy card. Joint owners should
EACH sign. When signing as attorney, executor,
administrator, trustee or guardian, please give
your full title as such.
UNLESS OTHERWISE SPECIFIED IN THE SQUARES PROVIDED, THE UNDERSIGNED'S VOTE WILL
BE CAST FOR THE ITEM LISTED BELOW.
PLEASE DETACH PROXY CARD HERE
PLEASE SIGN AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS
REQUIRED.
FOR all the nominees
listed at left (EXCEPT
AS MARKED TO THE
CONTRARY BELOW)
WITHHOLD
AUTHORITY to vote
for the nominees
listed at left

- - TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE -
SEE REVERSE SIDE
DWS RREEF REAL ESTATE FUND II, INC. OFFERS STOCKHOLDERS OF RECORD
THREE WAYS TO VOTE YOUR PROXY
YOUR TELEPHONE OR INTERNET VOTE AUTHORIZES THE NAMED PROXIES TO VOTE YOUR SHARES
IN THE SAME MANNER AS IF YOU HAD RETURNED YOUR PROXY CARD. WE ENCOURAGE YOU TO
USE THESE COST EFFECTIVE AND CONVENIENT WAYS OF VOTING, 24 HOURS A DAY, 7 DAYS A
WEEK.
VOTING BY MAIL
Simply sign and date your
proxy card and return it in the
postage-paid envelope
to Georgeson Shareholder
Communications, Wall Street
Station, P.O. Box 1100, New
York, NY 10269-0646. If you
are voting by telephone or the
Internet, please do not mail
your proxy card.
TELEPHONE VOTING
This method of voting is
available for residents of the
U.S. and Canada. On a touch
tone telephone, call TOLL FREE
1-800-482-9730, 24 hours a day,
7 days a week. Have this proxy
card ready, then follow the
prerecorded instructions. Your
vote will be confirmed and cast
as you have directed. Available