UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF Scudder RREEF Real Estate Fund II, Inc. Investment Company Act file number 811-21340 Scudder RREEF Real Estate Fund II, Inc. (Exact name of registrant as specified in charter) One South Street Baltimore, MD 21202 (Address of principal executive offices) (Zip code) John Millette Secretary Two International Place Boston, MA 02110 (Name and address of agent for service) Registrant's telephone number, including area code: 617-295-1000 Date of fiscal year end: 12/31 ----- Date of reporting period: 7/1/04-6/30/05 ---------------- Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (ss.ss. 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant's proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles. A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. ss. 3507. ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2004 to 06/30/2005 Selected Accounts: Scudder RREEF Real Estate Fund II, Inc. Vote Summary Report (Long) 07/01/04 to 06/30/05 AMLI Residential Properties Trust Shares Voted 1,407,800 Security 1735109 Meeting Date 4/25/2005 Meeting Type AGM Ballot Issues Proponent Mgmt Vote Rec Cast 1.1 Elect Director Bruce P. Bickner Mgmt For For 1.2 Elect Director Laura D. Gates Mgmt For For 1.3 Elect Director Marc S. Heilweil Mgmt For For 1.4 Elect Director Gregory T. Mutz Mgmt For For 2 Declassify the Board of Directors Mgmt For For 3 Ratify Auditors Mgmt For For Duke Realty Corporation Shares Voted 488,800 Security 264411505 Meeting Date 4/27/2005 Meeting Type AGM Ballot Issues Proponent Mgmt Vote Rec Cast 1.1 Elect Director Barrington H. Branch Mgmt For For 1.2 Elect Director Geoffrey Button Mgmt For For 1.3 Elect Director William Cavanaugh III Mgmt For For 1.4 Elect Director Ngaire E. Cuneo Mgmt For For 1.5 Elect Director Charles R. Eitel Mgmt For For 1.6 Elect Director R. Glenn Hubbard Mgmt For For 1.7 Elect Director Martin C. Jischke Mgmt For For 1.8 Elect Director L. Ben Lytle Mgmt For For 1.9 Elect Director William O. Mccoy Mgmt For For 1.1 Elect Director John W. Nelley, Jr. Mgmt For For 1.11 Elect Director Dennis D. Oklak Mgmt For For 1.12 Elect Director Jack R. Shaw Mgmt For For 1.13 Elect Director Robert J. Woodward, Jr. Mgmt For For 2 Approve Omnibus Stock Plan Mgmt For For 3 Amend Incentive Stock Option Plan Mgmt For Against 4 Ratify Auditors Mgmt For For Apartment Investment & Management Shares Voted Security Co. 1,471,059 03748R101 Meeting Date 4/29/2005 Meeting Type AGM Ballot Issues Proponent Mgmt Vote Rec Cast 1.1 Elect Director Terry Considine Mgmt For For 1.2 Elect Director James N. Bailey Mgmt For For 1.3 Elect Director Richard S. Ellwood Mgmt For For 1.4 Elect Director J. Landis Martin Mgmt For For 1.5 Elect Director Thomas L. Rhodes Mgmt For For 1.6 Elect Director Michael A. Stein Mgmt For For 2 Ratify Auditors Mgmt For For 3 Approval of the Sale of High Performance Units Mgmt For For National Health Investors, Inc. Shares Voted 390,500 Security 63633D104 Meeting Date 5/3/2005 Meeting Type AGM Ballot Issues Proponent Mgmt Vote Rec Cast 1.1 Elect Director Robert A. McCabe, Jr. Mgmt For For 1.2 Elect Director W. Andrew Adams Mgmt For For 2 Approve Omnibus Stock Plan Mgmt For For 3 Ratify Auditors Mgmt For For Glenborough Realty Trust Inc. Shares Voted 1,480,008 Security 37803P105 Meeting Date 5/4/2005 Meeting Type AGM Ballot Issues Proponent Mgmt Vote Rec Cast 1.1 Elect Director Richard A. Magnuson Mgmt For For 1.2 Elect Director Richard C. Blum Mgmt For For Digital Realty Trust Inc. Shares Voted 791,000 Security 253868103 Meeting Date 5/6/2005 Meeting Type AGM Ballot Issues Proponent Mgmt Vote Rec Cast 1.1 Elect Director Richard A. Magnuson Mgmt For For 1.2 Elect Director Michael F. Foust Mgmt For For 1.3 Elect Director Laurence A. Chapman Mgmt For For 1.4 Elect Director Ruann F. Ernst, Ph.D. Mgmt For For 1.5 Elect Director Kathleen Earley Reed Mgmt For For 1.6 Elect Director Dennis E. Singleton Mgmt For For 2 Ratify Auditors Mgmt For For Heritage Property Investment Trust Shares Voted Security Inc 1,002,200 42725M107 Meeting Date 5/6/2005 Meeting Type AGM Ballot Issues Proponent Mgmt Vote Rec Cast 1.1 Elect Director Bernard Cammarata Mgmt For For 1.2 Elect Director Michael J. Joyce Mgmt For For 1.3 Elect Director Thomas C. Prendergast Mgmt For For Glimcher Realty Trust Shares Voted 2,062,753 Security 379302102 Meeting Date 5/6/2005 Meeting Type AGM Ballot Issues Proponent Mgmt Vote Rec Cast 1.1 Elect Director Wayne S. Doran Mgmt For For 1.2 Elect Director Michael P. Glimcher Mgmt For For 1.3 Elect Director Alan R. Weiler Mgmt For For 2 Ratify Auditors Mgmt For For 3 Other Business Mgmt For Against HRPT Properties Trust Shares Voted 4,221,700 Security 40426W101 Meeting Date 5/10/2005 Meeting Type AGM Ballot Issues Proponent Mgmt Vote Rec Cast 1.1 Elect Director Barry M. Portnoy Mgmt For For 1.2 Elect Director F.N. Zeytoonjian Mgmt For For Senior Housing Properties Trust Shares Voted 1,221,900 Security 81721M109 Meeting Date 5/10/2005 Meeting Type AGM Ballot Issues Proponent Mgmt Vote Rec Cast 1.1 Elect Director F.N. Zeytoonjian Mgmt For For Sunstone Hotel Investors, Inc. Shares Voted 1,534,400 Security 867892101 Meeting Date 5/10/2005 Meeting Type AGM Ballot Issues Proponent Mgmt Vote Rec Cast 1.1 Elect Director Robert A. Alter Mgmt For For 1.2 Elect Director Lewis N. Wolff Mgmt For For 1.3 Elect Director Z. Jamie Behar Mgmt For For 1.4 Elect Director Barbara S. Brown Mgmt For For 1.5 Elect Director Anthony W. Dona Mgmt For For 1.6 Elect Director Paul D. Kazilionis Mgmt For For 1.7 Elect Director Jonathan H. Paul Mgmt For For 1.8 Elect Director Keith P. Russell Mgmt For For 1.9 Elect Director David M. Siegel Mgmt For For 2 Ratify Auditors Mgmt For For Simon Property Group, Inc. Shares Voted 533,800 Security 828806109 Meeting Date 5/11/2005 Meeting Type AGM Ballot Issues Proponent Mgmt Vote Rec Cast 1.1 Elect Director Birch Bayh Mgmt For For 1.2 Elect Director Melvyn E. Bergstein Mgmt For For 1.3 Elect Director Linda Walker Bynoe Mgmt For For 1.4 Elect Director Karen N. Horn, Ph.D. Mgmt For For 1.5 Elect Director Reuben S. Leibowitz Mgmt For For 1.6 Elect Director J. Albert Smith, Jr. Mgmt For For 1.7 Elect Director Pieter S. Van Den Berg Mgmt For For 2 Ratify Auditors Mgmt For For Report on Greenhouse Gas Emissions and Energy 3 Efficiency ShrHoldr Against Against Hospitality Properties Trust Shares Voted 431,700 Security 44106M102 Meeting Date 5/11/2005 Meeting Type AGM Ballot Issues Proponent Mgmt Vote Rec Cast 1.1 Elect Trustee John L. Harrington Mgmt For For 1.2 Elect Trustee Barry M. Portnoy Mgmt For For American Campus Communities, Inc. Shares Voted 736,602 Security 24835100 Meeting Date 5/12/2005 Meeting Type AGM Ballot Issues Proponent Mgmt Vote Rec Cast 1.1 Elect Director William C. Bayless Jr. Mgmt For For 1.2 Elect Director R.D. Burck Mgmt For For 1.3 Elect Director G. Steven Dawson Mgmt For For 1.4 Elect Director Cydney Donnell Mgmt For For 1.5 Elect Director Edward Lowenthal Mgmt For For 1.6 Elect Director Brian B. Nickel Mgmt For For 1.7 Elect Director Scott H. Rechler Mgmt For For 1.8 Elect Director Winston W. Walker Mgmt For For Gables Residential Trust Shares Voted 1,325,100 Security 362418105 Meeting Date 5/17/2005 Meeting Type AGM Ballot Issues Proponent Mgmt Vote Rec Cast 1.1 Elect Trustee David D. Fitch Mgmt For For 1.2 Elect Trustee John W. McIntyre Mgmt For For 1.3 Elect Trustee Chris D. Wheeler Mgmt For For First Industrial Realty Trust, Inc. Shares Voted 1,120,100 Security 32054K103 Meeting Date 5/18/2005 Meeting Type AGM Ballot Issues Proponent Mgmt Vote Rec Cast 1.1 Elect Director Michael W. Brennan Mgmt For For 1.2 Elect Director Michael G. Damone Mgmt For For 1.3 Elect Director Kevin W. Lynch Mgmt For For 2 Ratify Auditors Mgmt For For Pennsylvania Real Estate Investment Shares Voted Security Trust 597,539 709102107 Meeting Date 5/19/2005 Meeting Type AGM Ballot Issues Proponent Mgmt Vote Rec Cast 1.1 Elect Director Lee H. Javitch Mgmt For For 1.2 Elect Director Mark E. Pasquerilla Mgmt For For 1.3 Elect Director John J. Roberts Mgmt For For 1.4 Elect Director Jonathan B. Weller Mgmt For For 2 Ratify Auditors Mgmt For For Liberty Property Trust Shares Voted 1,234,500 Security 531172104 Meeting Date 5/19/2005 Meeting Type AGM Ballot Issues Proponent Mgmt Vote Rec Cast 1.1 Elect Director Frederick F. Buchholz Mgmt For For 1.2 Elect Director Thomas C. DeLoach, Jr. Mgmt For For 1.3 Elect Director Daniel P. Garton Mgmt For For 1.4 Elect Director Stephen B. Siegel Mgmt For For 2 Ratify Auditors Mgmt For For Require a Majority Vote for the Election of 3 Directors ShrHoldr Against Against 4 Establish Other Board Committee ShrHoldr Against Against Eagle Hospitality Properties Trust, Shares Voted Security Inc. 670,500 26959T102 Meeting Date 5/20/2005 Meeting Type AGM Ballot Issues Proponent Mgmt Vote Rec Cast 1.1 Elect Director William P. Butler Mgmt For For 1.2 Elect Director J. William Blackham Mgmt For For 1.3 Elect Director Robert J. Kohlhepp Mgmt For For 1.4 Elect Director Frank C. McDowell Mgmt For For 1.5 Elect Director Louis D. George Mgmt For For 1.6 Elect Director Thomas R. Engel Mgmt For For 1.7 Elect Director Thomas E. Costello Mgmt For For 1.8 Elect Director Thomas E. Banta Mgmt For For 1.9 Elect Director Paul S. Fisher Mgmt For For 2 Ratify Auditors Mgmt For For Ventas, Inc. Shares Voted 810,200 Security 92276F100 Meeting Date 5/24/2005 Meeting Type AGM Ballot Issues Proponent Mgmt Vote Rec Cast 1.1 Elect Director Debra A. Cafaro Mgmt For For 1.2 Elect Director Ronald G. Geary Mgmt For For 1.3 Elect Director Douglas Crocker II Mgmt For For 1.4 Elect Director Christopher T. Hannon Mgmt For For 1.5 Elect Director Thomas C. Theobald Mgmt For For 1.6 Elect Director Jay M. Gellert Mgmt For For 1.7 Elect Director Sheli Z. Rosenberg Mgmt For For 2 Ratify Auditors Mgmt For For 3 Approve Qualified Employee Stock Purchase Plan Mgmt For For Lexington Corporate Properties Trust Shares Voted 1,775,700 Security 529043101 Meeting Date 5/24/2005 Meeting Type AGM Ballot Issues Proponent Mgmt Vote Rec Cast 1.1 Elect Director E. Robert Roskind Mgmt For For 1.2 Elect Director Richard J. Rouse Mgmt For For 1.3 Elect Director T. Wilson Eglin Mgmt For For 1.4 Elect Director Geoffrey Dohrmann Mgmt For For 1.5 Elect Director Carl D. Glickman Mgmt For For 1.6 Elect Director James Grosfeld Mgmt For For 1.7 Elect Director Kevin W. Lynch Mgmt For For 1.8 Elect Director Stanley R. Perla Mgmt For For 1.9 Elect Director Seth M. Zachary Mgmt For For 2 Increase Authorized Common Stock Mgmt For Against 3 Other Business Mgmt For Against Arden Realty, Inc. Shares Voted 1,304,972 Security 39793104 Meeting Date 5/25/2005 Meeting Type AGM Ballot Issues Proponent Mgmt Vote Rec Cast 1.1 Elect Director Richard S. Ziman Mgmt For For 1.2 Elect Director Victor J. Coleman Mgmt For For 2 Ratify Auditors Mgmt For For 3 Amend Omnibus Stock Plan Mgmt For For Submit Severance Agreement (Change-in-Control) 4 to Shareholder Vote ShrHoldr Against For iStar Financial Inc. Shares Voted 381,700 Security 45031U101 Meeting Date 5/25/2005 Meeting Type AGM Ballot Issues Proponent Mgmt Vote Rec Cast 1.1 Elect Director Jay Sugarman Mgmt For For 1.2 Elect Director Willis Andersen, Jr. Mgmt For For 1.3 Elect Director Robert W. Holman, Jr. Mgmt For For 1.4 Elect Director Robin Josephs Mgmt For For 1.5 Elect Director John G. McDonald Mgmt For For 1.6 Elect Director George R. Puskar Mgmt For For 1.7 Elect Director Jeffrey A. Weber Mgmt For For 2 Amend Stock Option Plan Mgmt For For 3 Ratify Auditors Mgmt For For FELDMAN MALL PPTYS INC Shares Voted 837,400 Security 314308107 Meeting Date 5/26/2005 Meeting Type AGM Ballot Issues Proponent Mgmt Vote Rec Cast 1.1 Elect Director Lawrence Feldman Mgmt For For 1.2 Elect Director James C. Bourg Mgmt For For 1.3 Elect Director Lawrence S. Kaplan Mgmt For For 1.4 Elect Director Bruce E. Moore Mgmt For For 1.5 Elect Director Paul H. McDowell Mgmt For For 2 Ratify Auditors Mgmt For For Omega Healthcare Investors, Inc. Shares Voted 616,800 Security 681936100 Meeting Date 5/26/2005 Meeting Type AGM Ballot Issues Proponent Mgmt Vote Rec Cast 1.1 Elect Director Harold J. Kloosterman Mgmt For For 1.2 Elect Director C. Taylor Pickett Mgmt For For 2 Ratify Auditors Mgmt For For Hersha Hospitality Trust Shares Voted 2,457,300 Security 427825104 Meeting Date 5/26/2005 Meeting Type AGM Ballot Issues Proponent Mgmt Vote Rec Cast 1.1 Elect Director Hasu P. Shah Mgmt For For 1.2 Elect Director Michael A. Leven Mgmt For For 1.3 Elect Director K.D. Patel Mgmt For For 1.4 Elect Director John M. Sabin Mgmt For For 2 Ratify Auditors Mgmt For For American Financial Realty Trust Shares Voted 1,431,800 Security 02607P305 Meeting Date 6/1/2005 Meeting Type AGM Ballot Issues Proponent Mgmt Vote Rec Cast 1.1 Elect Director Glenn Blumenthal Mgmt For For 1.2 Elect Director John M. Eggemeyer III Mgmt For For 1.3 Elect Director Raymond Garea Mgmt For For 1.4 Elect Director Michael J. Hagan Mgmt For For 1.5 Elect Director John P. Hollihan III Mgmt For For 1.6 Elect Director William M. Kahane Mgmt For For 1.7 Elect Director Richard A. Kraemer Mgmt For For 1.8 Elect Director Lewis S. Ranieri Mgmt For For 1.9 Elect Director Nicholas S. Schorsch Mgmt For For Ramco-Gershenson Properties Trust Shares Voted 754,800 Security 751452202 Meeting Date 6/7/2005 Meeting Type AGM Ballot Issues Proponent Mgmt Vote Rec Cast 1.1 Elect Trustee Arthur H. Goldberg Mgmt For For 1.2 Elect Trustee Mark K. Rosenfeld Mgmt For For GMH Communities Trust Shares Voted 591,800 Security 36188G102 Meeting Date 6/8/2005 Meeting Type AGM Ballot Issues Proponent Mgmt Vote Rec Cast 1.1 Elect Director Gary M. Holloway, Sr. Mgmt For For 1.2 Elect Director Bruce F. Robinson Mgmt For For 1.3 Elect Director Frederick F. Buchholz Mgmt For For 1.4 Elect Director RADM J. Eastwood (Ret) Mgmt For For 1.5 Elect Director Steven J. Kessler Mgmt For For 1.6 Elect Director Denis J. Nayden Mgmt For For 1.7 Elect Director Dennis J. O'Leary Mgmt For For 1.8 Elect Director Richard A. Silfen Mgmt For For Crescent Real Estate Equities Shares Voted Security Company 325,700 225756105 Meeting Date 6/13/2005 Meeting Type AGM Ballot Issues Proponent Mgmt Vote Rec Cast 1.1 Elect Director John C. Goff Mgmt For For 1.2 Elect Director Paul E. Rowsey, III Mgmt For For 1.3 Elect Director Robert W. Stallings Mgmt For For 2 Ratify Auditors Mgmt For For One Liberty Properties, Inc. Shares Voted 150,000 Security 682406103 Meeting Date 6/14/2005 Meeting Type AGM Ballot Issues Proponent Mgmt Vote Rec Cast 1.1 Elect Director Charles Biederman Mgmt For For 1.2 Elect Director Patrick J. Callan, Jr. Mgmt For For 1.3 Elect Director Jeffrey Fishman Mgmt For For 1.4 Elect Director Marshall Rose Mgmt For For 2 Increase Authorized Preferred Stock Mgmt For Against 3 Amend Articles Mgmt For For 4 Ratify Auditors Mgmt For For Mack-Cali Realty Corp. Shares Voted 343,482 Security 554489104 Meeting Date 6/23/2005 Meeting Type AGM Ballot Issues Proponent Mgmt Vote Rec Cast 1.1 Elect Director Nathan Gantcher Mgmt For For 1.2 Elect Director David S. Mack Mgmt For For 1.3 Elect Director William L. Mack Mgmt For For 1.4 Elect Director Alan G. Philibosian Mgmt For For 2 Ratify Auditors Mgmt For For Require a Majority Vote for the Election of 3 Directors ShrHoldr Against Against SIGNATURES [See General Instruction F] Pursuant to the requirements of 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) Scudder RREEF Real Estate Fund II, Inc. By (Signature and Title)* /s/Julian Sluyters ----------------------------------------------- Julian Sluyters, Chief Executive Officer Date 8/15/05 --------- * Print the name and title of each signing officer under his or her signature.