Common use of Recommendations to the Board Clause in Contracts

Recommendations to the Board. Promptly following the execution of this Agreement, DWS Investments shall recommend to the Boards of Directors and Boards of Trustees of the DWS Closed-End Funds (collectively, the “Board”) undertaking the following measures: (a) The Board should adopt, solely with respect to DHG and LBF (the “Covered Funds”), a program of issuer tender offers on the following terms (the “Tender Offer Program”): (i) On or before October 22, 2010, each Covered Fund shall commence an issuer tender offer for up to 25% of such Covered Fund’s outstanding common shares at a price equal to 99% of the net asset value of such shares calculated as of the close of trading on the New York Stock Exchange (“NYSE”) on the day after the date on which the offer expires, subject to substantially the same conditions as are set forth in Appendix A hereto. (ii) Each Covered Fund will use reasonable efforts to conduct its tender offer on a strictly pro-rata basis, without granting priority or preference to holders of “odd lots” when accepting shares tendered. (iii) Each Covered Fund shall offer to pay for tendered shares solely in cash. (b) The Board should authorize and direct DHG to conduct open-market repurchases of its own common shares on the following terms (the “DHG Repurchase Program”): (i) The DHG Repurchase Program will commence on December 1, 2010 and terminate on May 31, 2011, during which period DHG will conduct repurchases when its common shares are trading on the New York Stock Exchange at a discount to net asset value in excess of 5%, subject to the conditions set forth below. (ii) DHG will use its best efforts to seek to maximize the number of shares repurchased on each given trading day, subject to any applicable legal constraints including (without limitation) restrictions on trading volumes and prohibitions on the use of material non-public information; provided, however, that under no circumstances will DHG repurchase in a given calendar month a number of shares greater than 2% of DHG’s total outstanding common shares as of the beginning of such month. (iii) DWS Investments will post on its website as soon as reasonably practicable each month the total number of shares repurchased under the DHG Repurchase Program during the preceding calendar month, and will include a summary of the accretive value of such repurchases to the per-share net asset value of DHG. (c) The Board should authorize changing DHG’s primary investment objective, with corresponding changes to DHG’s investment strategy and policies, to reflect an increased emphasis on seeking high yield (the “DHG Repositioning”). (d) The Board should approve a merger of DRP into DWS RREEF Global Real Estate Securities Fund (the “RREEF Open-End Fund”), an open-end fund managed by DWS Investments (the “DRP Merger”), subject to such usual and customary terms and conditions as the Board may deem appropriate on behalf of DRP and/or the RREEF Open-End Fund, including that each stockholder of DRP shall receive a number of full and fractional shares of the RREEF Open-End Fund equal in value, as of the date of the exchange, to the net asset value of such stockholder’s shares of DRP; provided, however, that shares of the RREEF Open-End Fund received in the DRP Merger may be subject to a redemption fee of no greater than 0.5% for a period of no longer than six months after the consummation of the merger transaction. The Board should recommend that stockholders approve the DRP Merger and direct DRP and DWS Investments to use customary and reasonable efforts to solicit and obtain proxies in favor of approval of the DRP Merger from stockholders of DRP. DWS Investments shall use reasonable efforts, consistent with its fiduciary duties, to cause the DRP Merger to be consummated on or before March 1, 2011. (e) The Board should authorize the issuance of a press release (the “Announcement”) to announce the approval of the Tender Offer Program, the DHG Repurchase Program, the DHG Repositioning and the DRP Merger, substantially in the form as attached in Appendix B. (f) The Board should authorize one or more DWS Closed-End Funds and/or DWS Investments to make cash payment(s) to Western Investment LLC in the aggregate amount of $300,000 (the “Reimbursement Payment”), as reimbursement for costs incurred by Western and the Western Funds in proxy contests with respect to the DWS Closed-End Funds, as well as in recognition of the potential benefits to stockholders of the DWS Closed-End Funds as a result of Western’s actions and the covenants set forth in this Agreement. The Board should cause the Reimbursement Payment to be paid in immediately available funds as soon as reasonably practicable following the issuance of the Announcement.