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

SCUDDER 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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[SCUDDER LOGO]
280 PARK AVENUE
NEW YORK, NEW YORK
10017
(800) 349-4281
April 26, 2004

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

To the Stockholders:

The Annual Meetings of Stockholders of Scudder RREEF Real Estate Fund, Inc.
and Scudder RREEF Real Estate Fund II, Inc. (each a "Fund" and collectively the
"Funds") are to be held at 3:15 p.m. and 3:45 p.m., respectively, Eastern time,
on Friday, June 4, 2004 at the offices of Deutsche Asset Management, Inc., 29th
Floor, 280 Park Avenue, New York, New York 10017. 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 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. 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
all nominees for Director.

Respectfully,

[-s- Richard T. Hale]

Richard T. Hale
Chairman of the Boards

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 VOTING 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.

Scudder RREEF Real Estate Fund, Inc.
Scudder RREEF Real Estate Fund II, Inc.
Notice of Annual Meetings of Stockholders

To the Stockholders of
Scudder RREEF Real Estate Fund, Inc. and
Scudder RREEF Real Estate Fund II, Inc.:

Please take notice that the Annual Meeting of Stockholders of each of
Scudder RREEF Real Estate Fund, Inc. ("RREEF I") and Scudder RREEF Real Estate
Fund II, Inc. ("RREEF II") (each a "Fund," and collectively the "Funds") has
been called to be held at the offices of Deutsche Asset Management, Inc., 29th
Floor, 280 Park Avenue, New York, New York 10017, on Friday, June 4, 2004 at
3:15 p.m. and 3:45 p.m., respectively, Eastern time, for the following purposes:

To elect three Directors of each Fund, each to hold office for a term of
three years or until his or her respective successor has been duly elected and
qualified.

The appointed proxies will vote on any other business as may properly come
before the Annual Meetings or any adjournments thereof. Holders of record of
shares of a Fund at the close of business on April 12, 2004 are entitled to vote
at the Annual Meeting of their Fund and any adjournments thereof.

By order of the Boards of Directors,

[-s- John Millette]
John Millette,
Secretary

April 26, 2004

IMPORTANT -- WE URGE YOU TO SIGN AND DATE THE ENCLOSED PROXY CARD(S) (UNLESS YOU
ARE VOTING 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 C OF THIS PROXY. ALTERNATIVELY, YOU CAN VOTE 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.

Scudder RREEF Real Estate Fund, Inc.
Scudder 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 Scudder RREEF Real Estate Fund, Inc.
("RREEF I") and Scudder RREEF Real Estate Fund II, Inc. ("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"), 29th Floor, 280
Park Avenue New York, New York 10017, on Friday, June 4, 2004 at 3:15 p.m. and
3:45 p.m., respectively, Eastern time, and at any adjournments thereof
(collectively, the "Meeting").*

This joint Proxy Statement, the Notice of Annual Meetings and the enclosed
proxy card(s) are first being mailed to stockholders on or about April 26, 2004,
or as soon as practicable thereafter. Any stockholder giving a proxy has the
power to revoke it in person at the Meeting or 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 a superseding 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 proposal referred to in the Proxy Statement.

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 each 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" 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.

Abstentions and broker non-votes will not be counted in favor of, but will
have no other effect on, the vote for the proposal, which requires the
affirmative vote of a plurality of the shares voting at the Meeting.

Holders of record of shares of each Fund at the close of business on April
12, 2004 (the "Record Date") will be entitled to one vote per share on each
matter to which they are entitled to vote at the Meeting and any adjournments.

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

For RREEF I:

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

Common Stock................................................ 16,149,757
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................................................ 39,389,389
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. The
preferred stockholders will vote together with common stockholders as a single
class on the proposal to elect three Directors of each Fund.

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 period ended December 31, 2003 without charge, by calling
800-349-4281 or writing to the Fund at 280 Park Avenue, New York, New York
10017.

PROPOSAL: ELECTION OF DIRECTORS

Persons named on the accompanying proxy card(s) intend, in the absence of
contrary instructions, to vote all proxies for the election of the nominees
listed in "Information Concerning Nominees" as Directors of each Fund to serve
for a term of three years, or until their respective successors have been duly
elected and qualified. 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 the
applicable Fund has approved the nomination of the individuals listed below.

As summarized in the table below, holders of common stock and preferred
stock voting together as a single class will elect three Directors for each
Fund.

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

1. Election of Class I Directors by all stockholders of each
Fund (Richard R. Burt, S. Leland Dill and Martin J. Gruber
nominated for each Fund).................................. X X
</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 is now a Director of
each Fund. 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 have approved the nomination of the individuals listed
in the following table.

CLASS I -- INDEPENDENT NOMINEES* 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
PRINCIPAL OCCUPATION OF EQUITY BY THE DIRECTOR OVERSEEN
NAME, DATE OF BIRTH, DURING THE SECURITIES IN IN THE FUND BY THE OTHER DIRECTORSHIPS
ADDRESS AND TITLE PAST 5 YEARS EACH FUND(1) COMPLEX(1)(2) DIRECTOR HELD BY DIRECTOR
- -------------------- ----------------------- ------------- ----------------- --------- -----------------------

Richard R. Burt Chairman, Diligence LLC None Over $100,000 68 Chairman of the Board,
2/3/47 (information and Weirton Steel
c/o Deutsche Asset security); Formerly, Corporation(3) (April
Management Partner, McKinsey & 1996 to present);
Mail Stop Company (consulting) Member of the Board,
BAL01-1806 (1991-1994); US Chief Hollinger
One South Street Negotiator in Strategic International, Inc.(3)
Baltimore, MD 21202 Arms Reduction Talks (publishing) (1995 to
Director since (START) with former present); UBS Mutual
2002 -- RREEF I Soviet Union; and US Funds (formerly known
2003 -- RREEF II Ambassador to the as Brinson and Mitchell
Federal Republic of Hutchins families of
Germany (1985-1991). funds) (registered
investment companies;
40 portfolios overseen)
(September 1995 to
present); Member,
Textron Inc.(3)
International Advisory
Council (July 1996 to
present); and Member of
the Board,
International Games
Technology (gaming
software and
equipment).
S. Leland Dill Retired. Formerly, None Over $100,000 66 Trustee, Phoenix Zweig
3/28/30 Partner, KPMG Peat Series Trust (since
c/o Deutsche Asset Marwick (June 1956-June September 1989)
Management 1986). (registered investment
Mail Stop companies; 4 funds
BAL01-1806 overseen); and Phoenix
One South Street Euclid Market Neutral
Baltimore, MD 21202 Funds (since May 1998)
Director since (registered investment
2002 -- RREEF I companies; 4 funds
2003 -- RREEF II overseen).

Martin J. Gruber Nomura Professor of None Over $100,000 66 Trustee, TIAA-CREF
7/15/37 Finance, Leonard N. (financial services);
c/o Deutsche Asset Stern School of Director, Japan Equity
Management Business, New York Fund, Inc. (since
Mail Stop University (since January 1992), Thai
BAL01-1806 September 1964). Capital Fund, Inc.
One South Street (since January 2000)
Baltimore, MD 21202 and Singapore Fund,
Director since Inc. (since 2000)
2002 -- RREEF I (registered investment
2003 -- RREEF II companies).
</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").

(1) 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. RREEF I and II Fund
holdings are as of the mail date of this proxy. All other fund holdings
information is as of December 31, 2003.

(2) The total number of funds in the Fund Complex is 201.

(3) 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 II and III 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 the past five years, but not necessarily in
the same capacity.

CLASS II -- CONTINUING INDEPENDENT DIRECTORS TO SERVE UNTIL 2005 ANNUAL MEETINGS
OF STOCKHOLDERS:

Joseph R. Hardiman Private Equity Investor None Over $100,000 66 Director, Corvis
5/27/37 (January 1997 to Corporation(3) (optical
c/o Deutsche Asset present); Formerly, networking equipment)
Management President and Chief (July 2000 to present);
Mail Stop Executive Officer, The Brown Investment
BAL01-1806 National Association of Advisory & Trust
One South Street Securities Dealers, Company (investment
Baltimore, MD 21202 Inc. and The NASDAQ advisor) (February 2001
Director since Stock Market, Inc. to present); The Nevis
2002 -- RREEF I (1987-1997); Chief Fund (registered
2003 -- RREEF II Operating Officer of investment company)
Alex. Brown & Sons (July 1999 to present);
Incorporated (now and ISI Family of Funds
Deutsche Bank (registered investment
Securities Inc.) companies; 4 funds
(1985-1987); General overseen) (March 1998
Partner, Alex. Brown & to present).
Sons Incorporated (now
Deutsche Bank
Securities Inc.)
(1976-1985).

Richard J. Herring Jacob Safra Professor None Over $100,000 66 Director, Lauder
2/18/46 of International Institute of
c/o Deutsche Asset Banking and Professor, International
Management Finance Department, The Management Studies
Mail Stop Wharton School, (since July 2000);
BAL01-1806 University of Co-Director, Wharton
One South Street Pennsylvania (since Financial Institutions
Baltimore, MD 21202 July 1972). Center (since July
Director since 2000) and Vice Dean and
2002 -- RREEF I Director, Wharton
2003 -- RREEF II Undergraduate Division
(July 1995-June 2000).
</Table>

Graham E. Jones Senior Vice President, RREEF II -- Over $100,000 66 Trustee, 8 open-end
1/31/33 BGK Properties, Inc. $10,001- mutual funds managed by
c/o Deutsche Asset (commercial real $50,000 Weiss, Peck & Greer
Management estate) (since 1995). (since 1985) and
Mail Stop Trustee of 18 open-end
BAL01-1806 mutual funds managed by
One South Street Sun Capital Advisers,
Baltimore, MD 21202 Inc. (since 1998).
Director since
2002 -- RREEF I
2003 -- RREEF II

Robert H. Wadsworth President, Robert H. RREEF I -- Over $100,000 70 Formerly, President and
1/29/40 Wadsworth Associates, $50,001- Trustee, Trust for
c/o Deutsche Asset Inc. (consulting firm) $100,000 Investment Managers
Management (May 1983 to present). (registered investment
Mail Stop RREEF II -- company) (April 1999-
BAL01-1806 $10,001- June 2002); President,
One South Street $50,000 Investment Company
Baltimore, MD 21202 Administration, L.L.C.
Director since (January 1992*-July
2002 -- RREEF I 2001); President,
2003 -- RREEF II Treasurer and Director,
First Fund
Distributors, Inc.
(June 1990-January
2002); Vice President,
Professionally Managed
Portfolios (May 1991-
January 2002) and
Advisors Series Trust
(October 1996-January
2002) (registered
investment companies).
* Inception date of the
corporation which was
the predecessor to the
L.L.C.
</Table>

CLASS III -- CONTINUING INDEPENDENT DIRECTORS TO SERVE UNTIL 2006 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
OF EQUITY BY THE DIRECTOR OVERSEEN
NAME, DATE OF BIRTH, PRINCIPAL OCCUPATION SECURITIES IN IN THE FUND BY THE OTHER DIRECTORSHIPS
ADDRESS AND TITLE DURING THE PAST 5 YEARS EACH FUND(1) COMPLEX(1)(2) DIRECTOR HELD BY DIRECTOR
- -------------------- ----------------------- ------------- ----------------- --------- -----------------------

Rebecca W. Rimel President and Chief None Over $100,000 66 None
4/10/51 Executive Officer, The
c/o Deutsche Asset Pew Charitable Trusts
Management (charitable foundation)
Mail Stop (1994 to present).
BAL01-1806
One South Street
Baltimore, MD 21202
Director since
2002 -- RREEF I
2003 -- RREEF II

Philip Saunders, Jr. Principal, Philip None Over $100,000 66 None
10/11/35 Saunders Associates
c/o Deutsche Asset (economic and financial
Management consulting) (since
Mail Stop November 1988).
BAL01-1806
One South Street
Baltimore, MD 21202
Director since
2002 -- RREEF I
2003 -- RREEF II

William N. Searcy Private Investor None Over $100,000 66 Trustee of 18 open-end
9/3/46 (September 2003 to mutual funds managed by
c/o Deutsche Asset present). Formerly, Sun Capital Advisers,
Management Pension & Savings Trust Inc. (since October
Mail Stop Officer, Sprint 1998).
BAL01-1806 Corporation(3)
One South Street (telecommunications)
Baltimore, MD 21202 (November 1989-
Director since September 2003).
2002 -- RREEF I
2003 -- RREEF II
</Table>

CLASS III -- CONTINUING INTERESTED(4) DIRECTOR TO SERVE UNTIL 2006 ANNUAL
MEETINGS OF STOCKHOLDERS:

<Table>
<Caption>
AGGREGATE
DOLLAR RANGE OF NUMBER OF
EQUITY FUNDS IN
SECURITIES IN ALL THE FUND
PRESENT OFFICE WITH THE DOLLAR RANGE FUNDS OVERSEEN COMPLEX
FUND; PRINCIPAL OF EQUITY BY THE DIRECTOR OVERSEEN
NAME, DATE OF BIRTH, OCCUPATION DURING THE SECURITIES IN IN THE FUND BY THE OTHER DIRECTORSHIPS
ADDRESS AND TITLE PAST 5 YEARS EACH FUND(1) COMPLEX(1)(2) DIRECTOR HELD BY DIRECTOR
- -------------------- ----------------------- ------------- ----------------- --------- -----------------------

Richard T. Hale(4) Chief Executive Officer None Over $100,000 201 Director, Deutsche
7/17/45 of the Funds (2003 to Global Funds, Ltd.
c/o Deutsche Asset present); Managing (2000 to present),
Management Director, Deutsche CABEI Fund (2000 to
Mail Stop Investment Management 2004)(5), North
BAL01-1806 Americas Inc. (2003- American Income Fund
One South Street present); Vice (2000 to 2004)
Baltimore, MD 21202 President, Deutsche (registered investment
Director and Asset Management, Inc. companies) (5);
Chairman since (2000 to present); Director, Scudder
2002 -- RREEF I Managing Director, Global Opportunities
2003 -- RREEF II Deutsche Bank Fund (since 2003);
Securities Inc. Director/Officer
(formerly Deutsche Banc Deutsche/Scudder Mutual
Alex. Brown Inc.) and Funds (various dates);
Deutsche Asset President, Montgomery
Management (1999 to Street Securities, Inc.
present); Director and (2002 to present)
President, Investment (registered investment
Company Capital Corp. companies); formerly,
(registered investment Director, ISI Family of
advisor) (1996 to Funds (registered
present). investment company; 4
funds overseen)
(1992-1999).
</Table>

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

(2) The total number of funds in the Fund Complex is 201.

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

(4) Director considered by the Fund to be an "interested person" (which as used
in this proxy statement is as defined in the 1940 Act) because of his
affiliation with the Funds' investment manager, Deutsche Asset Management,
Inc.

(5) Resigned effective April 1, 2004.

REQUIRED VOTE

Election of each of the listed nominees for Director requires the
affirmative vote of a plurality of the votes cast at the Meeting in person or by
proxy. Your Fund's Directors recommend that stockholders vote in favor of each
of 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.
7

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 period ended December 31, 2003 were timely, except the following
individuals filed a Form 3 Initial Holdings Report for RREEF II one day late:
Karen J. Knudson, Mark D. Zeisloft, John F. Robertson and John W. Vojticek. Each
has subsequently corrected this omission by making the necessary filing. As a
convenience to the directors, the Fund's Investment Manager assists them in
making their Section 16 filings.

As of the mail date of this joint Proxy Statement, Mr. Wadsworth owned
4,400 shares of common stock of RREEF I and 2,100 shares of common stock of
RREEF II. Also as of the mail date of this joint Proxy Statement, Mr. Jones
owned 1,000 shares of common stock of RREEF II. The Directors' holdings
represent less than 1% of the outstanding shares of each Fund's common stock. No
other Director owned shares of the Funds.

To the knowledge of each Fund, as of the Record Date, the following
shareholders 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:

For RREEF I:

UBS Financial Services, 1299 Harbor Blvd., Weehawken, NJ 07086 owned
beneficially or of record 4,461,929 shares of common stock representing 27.6% of
the outstanding shares of the Fund's common stock. Merrill Lynch, 4 Corporate
Place, Piscataway, NJ 08854 owned beneficially or of record 2,368,355 shares of
common stock representing 14.7% of the outstanding shares of the Fund's common
stock. Pershing LLC, 1 Pershing Plaza, Jersey City, NJ 07399 owned beneficially
or of record 1,492,923 shares of common stock representing 9.2% of the
outstanding shares of the Fund's common stock. First Clearing, LLC 901 E. Byrd
Street, Richmond, VA 23219 owned beneficially or of record 1,414,683 shares of
common stock representing 8.8% of the outstanding shares of the Fund's common
stock. Raymond James & Associates, Inc., 880 Carilion Parkway, PO Box 12749, St.
Petersburg, FL 33716 owned beneficially or of record 903,351 shares of common
stock representing 5.6% of the outstanding shares of the Fund's common stock.
Wachovia Securities LLC, 111 8th Avenue, New York, NY 10011 owned beneficially
or of record 828,045 shares of common stock representing 5.1% of the outstanding
shares of the Fund's common stock.

UBS Financial Services, 1299 Harbor Blvd., Weehawken, NJ 07086 owned
beneficially or of record 2,316 shares of Series A of the preferred stock
representing 72.4% of the outstanding shares of Series A of the Fund's preferred
stock. Merrill Lynch, 4 Corporate Place, Piscataway, NJ 08854 owned beneficially
or of record 397 shares of Series A of the preferred stock representing 12.4% of
the outstanding shares of Series A of the Fund's preferred stock. National
Financial Services, 200 Liberty Street, New York, NY 10281 owned beneficially or
of record 186 shares of Series A of the preferred stock representing 5.8% of the
outstanding shares of Series A of the Fund's preferred stock. Wachovia
Securities LLC, 111 8th Avenue, New York, NY 10011 owned beneficially or of
record 180 shares of Series A of the preferred stock representing 5.6% of the
outstanding shares of Series A of the Fund's preferred stock.

UBS Financial Services, 1299 Harbor Blvd., Weehawken, NJ 07086 owned
beneficially or of record 1,678 shares of Series B of the preferred stock
representing 52.4% of the outstanding shares of Series B of the Fund's preferred
stock. Wells Fargo Brokerage Services LLC, 608 Second Avenue South, 5th Floor,
Minneapolis, MN 55479 owned beneficially or of record 456 shares of Series B of
the preferred stock representing 14.3% of the outstanding shares of Series B of
the Fund's preferred stock. Comerica Bank, 411 West Lafayette, Mail Code 3404,
Detroit, MI 48226 owned beneficially or of record 357 shares of Series B of the
preferred stock representing 11.2% of the outstanding shares of Series B of the
Fund's preferred stock. Merrill Lynch, 4 Corporate Place, Piscataway, NJ 08854
owned beneficially or of record 344 shares of Series B of the preferred stock
representing 10.8% of the outstanding shares of Series B of the Fund's preferred
stock.

For RREEF II:

UBS Financial Services, 1299 Harbor Blvd, Weehawken, NJ 07086 owned
beneficially or of record 13,737,943 shares of common stock representing 34.9%
of the outstanding shares of the Fund's common stock. Merrill Lynch, 4 Corporate
Place, Piscataway, NJ 08854 owned beneficially or of record 9,081,110 shares of
common stock representing 23.1% of the outstanding shares of the Fund's common
stock. Wachovia Securities, LLC 111 8th Avenue, New York, NY 10011 owned
beneficially or of record 3,405,387 shares of common stock representing 8.6% of
the outstanding shares of the Fund's common stock. First Clearing LLC 901 E.
Byrd St., Richmond, VA 23219 owned beneficially or of record 3,327,459 shares of
common stock representing 8.4% of the outstanding shares of the Fund's common
stock.

UBS Financial Services, 1299 Harbor Blvd., Weehawken, NJ 07086 owned
beneficially or of record 1,655 shares of Series A of the preferred stock
representing 59.1% of the outstanding shares of Series A of the Fund's preferred
stock. Wells Fargo Brokerage Services, Inc. 608 Second Avenue South, 5th Floor,
Minneapolis, MN 55479 owned beneficially or of record 423 shares of Series A of
the preferred stock representing 15.1% of the outstanding shares of Series A of
the Fund's preferred stock. Merrill Lynch, 4 Corporate Place, Piscataway, NJ
08854 owned beneficially or of record 322 shares of Series A of the preferred
stock representing 11.5% if the outstanding shares of Series A of the Fund's
preferred stock. Pershing LLC, 1 Pershing Plaza, Jersey City, NJ 07399 owned
beneficially or of record 251 shares of Series A of the preferred stock
representing 9.0% of the outstanding shares of Series A of the Fund's preferred
stock.

UBS Financial Services, 1299 Harbor Blvd., Weehawken, NJ 07086 owned
beneficially or of record 2,026 shares of Series B of the preferred stock
representing 72.4% of the outstanding shares of Series B of the Fund's preferred
stock. National Financial Services, LLC, 200 Liberty Street, New York, NY 10281
owned beneficially or of record 320 shares of Series B of the preferred stock
representing 11.4% of the outstanding shares of Series B of the Fund's preferred
stock.

UBS Financial Services, 1299 Harbor Blvd., Weehawken, NJ 07086 owned
beneficially or of record 2,161 shares of Series C of the preferred stock
representing 77.2% of the outstanding shares of Series C of the Fund's preferred
stock. Merrill Lynch, 4 Corporate Place, Piscataway, NJ 08854 owned beneficially
or of record 220 shares of Series C of the preferred stock representing 7.9% of
the outstanding shares of Series C of the Fund's preferred stock. Pershing LLC,
1 Pershing Plaza, Jersey City, NJ 07399 owned beneficially or of record 178
shares of Series C of the preferred stock representing 6.4% of the outstanding
shares of Series C of the Fund's preferred stock.

UBS Financial Services, 1299 Harbor Blvd., Weehawken, NJ 07086 owned
beneficially or of record 1,801 shares of Series D of the preferred stock
representing 64.3% of the outstanding shares of Series D of the Fund's preferred
stock. Merrill Lynch 4 Corporate Place, Piscataway, NJ 08854 owned beneficially
or of record 327 shares of Series D of the preferred stock representing 11.7% of
the outstanding shares of Series D of the Fund's preferred stock. Pershing LLC,
1 Pershing Plaza, Jersey City, NJ 07399 owned beneficially or of record 243
shares of Series D of the preferred stock representing 8.7% of the outstanding
shares of Series D of the Fund's preferred stock. PNC Bank, N.A., 8800 Tinicum
Blvd., MS F6-F266-02-2, Philadelphia, PA 19153 owned beneficially or of record
160 shares of Series D of the preferred stock representing 5.7% of the
outstanding shares of Series D of the Fund's preferred stock.

UBS Financial Services, 1299 Harbor Blvd., Weehawken, NJ 07086 owned
beneficially or of record 1,662 shares of Series E of the preferred stock
representing 59.4% of the outstanding shares of Series E of the Fund's preferred
stock. Merrill Lynch, 4 Corporate Place, Piscataway, NJ 08854 owned beneficially
or of record 762 shares of Series E of the preferred stock representing 27.2% of
the outstanding shares of Series E of the Fund's preferred stock. Pershing LLC,
1 Pershing LLC, Jersey City, NJ 07399 owned beneficially or of record 186 shares
of Series E of the preferred stock representing 6.6% of the outstanding shares
of Series E of the Fund's preferred stock.

BOARD MEETINGS -- COMMITTEES OF THE BOARDS OF DIRECTORS

The Board of Directors of RREEF I met ten times during the fiscal year
ended December 31, 2003. The Board of Directors of RREEF II met five times from
August 2003, when the Fund commenced operations, to December 31, 2003. 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, 2003, each Board of Directors had an Audit and
Compliance Committee, an Equity Committee, a Fixed Income Committee, a
Nominating and Governance Committee, an Operations Committee and a Valuation
Committee. The responsibilities of each Committee are described below.

AUDIT AND COMPLIANCE COMMITTEE

The Audit and Compliance Committee of each Board of Directors approves
independent auditors for each Fund; determines the compensation paid to the
independent auditors for each Fund; reviews with management and the independent
auditors the results of all audits and any reviews, and related matters,
including the independent auditors' audit of each Fund's annual financial
statements and its report thereon; and performs such other tasks as the full
Board deems necessary or appropriate. Each Audit and Compliance Committee
receives annual representations from the auditors as to their independence. The
members of the Audit and Compliance Committee are all of the Independent
Directors of each Fund, with S. Leland Dill serving as Chairman. Each member of
the Audit and Compliance Committee is "independent" as defined in Section 121A
of the listing standards of the American Stock Exchange, on which the common
stock of each Fund is listed. The Audit and Compliance Committee for RREEF I met
seven times during the fiscal year ended December 31, 2003. The Audit and
Compliance Committee for RREEF II met three times during the fiscal period ended
December 31, 2003. The Audit and Compliance Committee of each Board of Directors
has adopted a written charter that is included in the joint Proxy Statement as
Appendix A.

At a meeting held on September 4, 2002, the Audit and Compliance Committee
of RREEF I selected PricewaterhouseCoopers LLP ("PwC") to act as independent
accountants for the Fund for the fiscal year ended December 31, 2003. At a
meeting held on August 21, 2003, the Audit and Compliance Committee of RREEF II
selected PwC to act as independent accountants for the Fund for the fiscal
period ended December 31, 2003. Each Fund's financial statements for the fiscal
period and year ended December 31, 2003 were audited by PwC. The following table
sets forth the aggregate fees billed for professional services rendered by PwC:

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

RREEF I.............. December 31, 2002 $38,000 $0 $0 $0
December 31, 2003 $48,400 $9,820 $0 $21,500
RREEF II............. December 31, 2002 N/A N/A N/A N/A
December 31, 2003(1) $68,400 $7,720 $0 $0
</Table>

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

(1) Fund commenced operations in August 2003.

The fees disclosed under the caption "Tax Fees" were billed for
professional services rendered for tax compliance. The fees disclosed under the
caption "All Other Fees" were billed for services provided pursuant to agreed
upon procedures relating to the Fund's issuance of preferred stock.

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

For engagements with PwC entered into on or after May 6, 2003, the Audit
and Compliance Committee approved in advance all audit services and non-audit
services that PwC provided to the Funds, the Advisor and any Affiliated Service
Provider that related directly to the Funds' operations and financial reporting.

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

RREEF I.............. 2002 $ 0 $161,900 $17,092,950 $17,254,850
2003 $31,320 $ 0 $ 3,967,000 $ 3,998,320
RREEF II............. 2002 $ 0 $161,900 $17,092,950 $17,254,850
2003 $ 7,720 $ 0 $ 3,967,000 $ 3,974,720
</Table>

In accordance with pre-approval procedures approved by the Audit and
Compliance Committee, the engagement of auditors to provide audit or non-audit
services to the Funds is required to be approved by the Funds' Audit and
Compliance Committee or by the Audit and Compliance Committee Chairman prior to
the commencement of any such engagement. Further, the auditors are required to
report to the Audit and Compliance 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.

Pre-approval procedures for the engagement of the auditors to provide any
Fund services or any Fund-related services are as follows: (1) a written request
addressed to the Audit and Compliance Committee is prepared detailing the
proposed engagement with an explanation as to why the work is proposed to be
performed by the auditors 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 and Compliance Committee,
followed by a telephone call to the Chair of the Audit and Compliance Committee.
The Chair of the Audit and Compliance Committee may approve or deny the request
on behalf of the Audit and Compliance Committee, or, in the Chair's discretion,
determine to call a special meeting of the Audit and Compliance Committee for
the purpose of considering the proposal. Should the Chair be unavailable, any
other member of the Audit and Compliance Committee may serve as an alternate for
the purpose of approving or denying the request.

The Audit and Compliance 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
and Compliance 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 and Compliance 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 AND COMPLIANCE COMMITTEE REPORT

In connection with the audited financial statements as of and for the
period ended December 31, 2003 included in each Fund's Annual Report (the
"Annual Report"), at a meeting held on February 27, 2004, the Audit and
Compliance Committee considered and discussed the audited financial statements
with management and the independent accountants, and discussed the audit of such
financial statements with the independent accountants. The Audit and Compliance
Committee also discussed with the independent accountants the matters required
to be discussed by Statement on Auditing Standards No. 61 (Communications with
Audit Committees). The independent accountants provided to the committee the
written disclosure and the letter required by Independent Standards Board
Standard No. 1 (Independence Discussions with Audit Committees) and discussed
with representatives of the independent accountants their firm's independence.

The members of each Audit and Compliance 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 and Compliance Committee
relies on and makes no independent verification of the facts presented to it or
representations made by management or the independent accountants. Accordingly,
each Audit and Compliance 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 and Compliance 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 accountants
and subject to the limitation on the responsibilities and role of the Audit and
Compliance Committee set forth in the Charter and those discussed above, the
Audit and Compliance 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 and Compliance Committee of each Fund's Board of
Directors: S. Leland Dill, Richard R. Burt, Martin J. Gruber, Joseph R.
Hardiman, Richard J. Herring, Graham E. Jones, Rebecca W. Rimel, Philip
Saunders, Jr., William N. Searcy, Robert H. Wadsworth.

NOMINATING AND GOVERNANCE COMMITTEE

The Nominating and Governance Committee, comprised of all of the
Independent Directors of each Fund, with Rebecca W. Rimel serving as Chairwoman,
seeks and reviews candidates for consideration as nominees for membership on the
Board and recommends committee assignments and responsibilities to the Board.
The Nominating and Governance Committee met once during the fiscal period ended
December 31, 2003. On December 19, 2003, the Independent Directors nominated the
Independent Directors presented in this proxy statement. The Boards of Directors
has adopted a written charter for each Nominating and Governance Committee,
dealing exclusively with the Committee's nominating functions. The charter is
included in this proxy statement as Appendix B.

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 must be delivered to or mailed and received at the principal
executive offices of the Funds not later than (a) for RREEF I, 60 days prior to
the meeting; provided, however, that if less than 70 days' notice or prior
public disclosure of the date of the meeting is given or made to stockholders,
any such notice by a stockholder to be timely must be so received not later than
the

close of business on the tenth day following the day on which notice of the date
of the meeting was given or such public disclosure was made; and (b) for RREEF
II, not less than 90 days nor more than 120 days prior to the first anniversary
of the date of mailing 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 annual meeting is advanced or delayed by more than 30 days from the first
anniversary of the date of mailing of the preceding year's annual meeting,
notice by the stockholder 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 principal occupation or employment of such person, (C) the class and number
of shares, if any, of the capital stock of the Fund which are beneficially owned
by such person and (D) any other information relating to such person that is
required to be disclosed in solicitations of proxies for the election of
Directors pursuant to Section 20(a) of the 1940 Act, as amended, and the rules
and regulations thereunder, or 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 Funds' by-laws;
and (ii) as to the stockholder giving the notice, (A) the name and address, as
they appear on the Fund's books and (B) the class and number of shares of the
capital stock of the Fund which are beneficially owned. Other than as described
above and 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.

Board members 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. No Directors and no stockholders personally attended the
first annual meeting of stockholders for RREEF I, at which the only proposal
considered was the election of directors.

VALUATION COMMITTEE

The Valuation Committee is authorized to act for the Boards of Directors in
connection with the valuation of portfolio securities held by each Fund in
accordance with each Fund's Valuation Procedures. Messrs. Hale, Saunders
(Chairman) and Wadsworth are currently members of the Valuation Committee, with
Messrs. Burt, Dill, Gruber, Hardiman, Herring, Jones, Searcy and Ms. Rimel as
alternates. The Valuation Committee met four times on behalf of each Fund during
the fiscal year ended December 31, 2003.

OPERATIONS COMMITTEE

Each Board has an Operations Committee, comprised of only Independent
Directors, which oversees the operations of the Funds, such as reviewing each
Fund's administrative fees and expenses, custody and transfer agency agreements,
credit facilities, closed-end fund auctions and insurance. Currently, the
members of the Operations Committee are Messrs. Dill, Saunders and Wadsworth
(Chairman). The Operations Committee
13

met eight times on behalf of RREEF I during the fiscal year ended December 31,
2003. The Operations Committee met five times on behalf of RREEF II during the
fiscal period ended December 31, 2003.

EQUITY COMMITTEE

Each Board has an Equity Committee, comprised of only Independent
Directors, which periodically reviews the investment performance of the Funds.
Currently, the members of the Equity Committee are Messrs. Burt, Gruber,
Hardiman (Chairman) and Herring. The Equity Committee met five times on behalf
of RREEF I during the fiscal year ended December 31, 2003. The Equity Committee
met three times on behalf of RREEF II during the fiscal period ended December
31, 2003.

FIXED INCOME COMMITTEE

Each Board has a Fixed Income Committee, comprised of only Independent
Directors, which oversees the investment activities of those funds that invest
the majority of their assets in fixed income securities. Currently, the members
of the Fixed Income Committee are Ms. Rimel and Messrs. Jones and Searcy
(Chairman). The Fixed Income Committee met five times during the fiscal year
ended December 31, 2003.

OFFICERS OF THE FUNDS

The following persons are officers of the Funds:

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

Richard T. Hale........ Chief Executive Officer of See information presented under Information
7/17/45 the Funds since 2003 concerning continuing directors.
Brenda Lyons........... President of the Funds Managing Director, Deutsche Asset Management
2/21/63 since 2003 (2002-present).
John Millette.......... Secretary of the Funds Director, Deutsche Asset Management (2002-
8/23/62 since 2003 present). Formerly, Vice President, Deutsche
Asset Management (2000-2002); Assistant Vice
President, Zurich Scudder Investments
(1999-2000).
Daniel O. Hirsch....... Assistant Secretary of the Managing Director, Deutsche Asset Management
3/27/54 Funds since 2003 (2002-present) and Director, Deutsche Global
Funds Ltd. (2002-present). Formerly,
Director, Deutsche Asset Management
(1999-2002); Principal, BT Alex. Brown
Incorporated (now Deutsche Bank Securities
Inc.) (1998-1999); Assistant General Counsel,
United States Securities and Exchange
Commission (1993-1998).
Kenneth Murphy......... Vice President and Anti- Vice President, Deutsche Asset Management
10/13/63 Money Laundering Compliance (2000- present). Formerly, Director, John
Officer for RREEF I, since Hancock Signature Services (1992-2001).
2002; for RREEF II, since
2003
Bruce A. Rosenblum..... Assistant Secretary for Director, Deutsche Asset Management (2002-
9/14/60 RREEF I, since 2002; for present). Formerly, Vice President, Deutsche
RREEF II, since 2003; and Asset Management (2000-2002); Partner,
Vice President for the Freedman, Levy, Kroll & Simonds, law firm,
Funds since 2003 (1997-1999).
Charles A. Rizzo....... Treasurer and Chief Director, Deutsche Asset Management (2000 to
8/5/57 Financial Officer for RREEF present). Formerly, Vice President and
I, since 2002; for RREEF Department Head, Fund Accounting, BT Alex.
II, since 2003 Brown Incorporated (now Deutsche Bank
Securities Inc.) (1998-1999); Senior Manager,
Coopers & Lybrand L.L.P. (now
PricewaterhouseCoopers LLP) (1993-1998).
Salvatore Schiavone.... Assistant Treasurer for the Director, Deutsche Asset Management
11/03/65 Funds since 2003
Lucinda H. Stebbins.... Assistant Treasurer for the Director, Deutsche Asset Management (2000-
11/19/45 Funds since 2003 present); Formerly, Vice President of Zurich
Scudder Investments (1995-2000).
Kathleen Sullivan Assistant Treasurer for the Director, Deutsche Asset Management;
D'Eramo.............. Funds since 2003 Formerly, Senior Vice President of Zurich
1/25/57 Scudder Investments (2000-2002); Vice
President of Zurich Scudder Investments and
predecessor companies (1995-2000).
Caroline Pearson....... Assistant Secretary for Managing Director, Deutsche Asset Management
4/01/62 RREEF I, since 2002; for
RREEF II, since 2003
</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 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
chair of the Audit and Compliance 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 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, 2003.

Columns (3) and (4) For RREEF II, aggregate compensation received by a
Director from the Fund for the period August 31, 2003 through December 31, 2003
and estimated aggregate compensation from the Fund for the fiscal year ending
December 31, 2004.

Column (5) For RREEF I and II, total Compensation from the Fund Complex for
the Fiscal Year Ended December 31, 2003.

Column (6) For RREEF II, estimated Total Compensation from the Fund and the
Fund Complex for the fiscal year ending December 31, 2004.

<Table>
<Caption>
(1) (2) (3) (4) (5) (6)
RREEF I RREEF II RREEF II RREEF I & II RREEF II
ESTIMATED TOTAL
AGGREGATE ESTIMATED COMPENSATION
AGGREGATE COMPENSATION AGGREGATE FROM THE FUND
COMPENSATION FROM THE FUND COMPENSATION TOTAL COMPENSATION AND THE FUND
FROM THE FOR THE PERIOD FROM THE FUND FROM THE FUND COMPLEX FOR THE
FUND FOR THE AUGUST 31, 2003(2) FOR THE FISCAL COMPLEX FOR THE FISCAL YEAR ENDING
YEAR ENDED THROUGH YEAR ENDING FISCAL YEAR ENDED DECEMBER 31,
DIRECTOR DECEMBER 31, 2003 DECEMBER 31, 2003 DECEMBER 31, 2004 DECEMBER 31, 2003(4) 2004(3)(4)
- -------- ----------------- ------------------ ----------------- -------------------- ------------------

Richard Burt......... $ 982 $94 $2,310 $168,600 $173,700
S. Leland Dill....... $1,007 $96 $2,400 $141,000 $145,200
Martin J. Gruber..... $ 973 $95 $2,310 $140,900 $140,200
Joseph R. Hardiman... $ 973(1) $95 $2,310 $136,000(5) $140,100
Richard J. Herring... $1,017(1) $97 $2,310 $139,400(5) $143,600
Graham E. Jones...... $ 973 $95 $2,310 $136,000 $140,100
Rebecca W. Rimel..... $1,052(1) $97 $2,310 $142,800(5) $147,100
Philip Saunders,
Jr. ............... $ 967(1) $95 $2,310 $135,000(5) $140,100
William N. Searcy.... $ 973 $95 $2,310 $136,000 $140,100
Robert H.
Wadsworth.......... $ 973 $95 $2,310 $170,000 $175,100
Richard T. Hale...... $ 0 $ 0 $ 0 $ 0 $ 0
</Table>

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

(1) Of the amounts payable to Ms. Rimel and Messrs. Hardiman, Herring and
Saunders, $1,148, $131, $131 and $1,142, respectively, were deferred
pursuant to a deferred compensation plan. No amounts were deferred for
RREEF II.

(2) Commencement of operations.

(3) Estimated amounts are based on the annual retainer paid to the Directors
and regular meeting fees paid six times a year, which may include
additional compensation for any telephonic meetings.

(4) The total number of funds in the Fund Complex as of December 31, 2003 is
201.

(5) Of the amounts payable to Ms. Rimel and Messrs. Hardiman, Herring and
Saunders, $124,889, $48,150, $33,803 and $122,498, respectively, were
deferred pursuant to a deferred compensation plan.

None of the Independent Directors or their family members had any interest
in DeAM, Inc., RREEF America L.L.C ("RREEF" or the "Investment Advisor"), or any
person directly or indirectly controlling, controlled by, or under common
control with DeAM, Inc. or RREEF as of December 31, 2003, 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 and Directors 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 280 Park Avenue, New York, New York 10017,
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, except for distribution
services. The Investment Manager provides a full range of investment advisory
services to retail and institutional clients, and as of December 31, 2003 had
total assets under management of approximately $41 billion. The Investment
Manager is part of the United States asset management activities of Deutsche
Bank AG. Deutsche Bank AG is an international commercial and investment banking
institution that is engaged in a wide range of financial services, investment
banking and insurance. As of December 31, 2003, Deutsche Bank AG had
approximately $1 trillion in invested assets under management.

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 pension plans, endowment funds and private and public
investment companies. It is a leading U.S.-based real estate investment manager
which as of December 31, 2003 had approximately $21 billion in assets under
management (including assets in non-securities real estate accounts), of which
$5.8 billion represented assets in real estate securities accounts. The
Investment Advisor, with offices in Chicago, San Francisco and New York, is
managed by 21 principals with an average of 22 years of experience in real
estate investing and employs 132 real estate professionals. RREEF is an
affiliate of DB Real Estate, the brand name for the real estate investment
management group under the control of Deutsche Bank AG. DB Real Estate is one of
the largest advisers of combined real property and real estate equity securities
globally with more than $58.2 billion in assets under management as of December
31, 2003 and 2,000 professionals.

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
adjournment thereof in accordance with their best judgment.

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 the Meeting are not received by June 4, 2004, 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 shares present in person or by proxy at the session of the meeting to be
adjourned. 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. They will vote against any such adjournment those proxies required to be
voted against such proposal.

If a quorum is not present or represented 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
original 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.

STOCKHOLDER PROPOSALS

Stockholders wishing to submit proposals for inclusion in a proxy statement
for the 2005 meeting of stockholders of the Funds should send their written
proposals to John Millette, Secretary of the Funds, c/o Deutsche Asset
Management, Inc., Two International Place, Boston, Massachusetts 02110, by
January 18, 2005. The timely submission of a proposal does not guarantee its
inclusion.

For business to be properly brought before an annual or special meeting by
a stockholder, the stockholder must have given timely notice thereof in writing
to the Secretary of the Funds. To be timely, such notice must be delivered or
mailed and received at the principal executive offices of the Funds not later
than (a) for RREEF I, 60 days prior to the date of the meeting, provided,
however, that if less than 70 days' notice or prior public disclosure of the
date of the meeting is given or made to stockholders, any such notice by a
stockholder to be timely must be so received not later than the close of
business on the tenth day following the day on which notice of the date of the
annual or special meeting was given or such public disclosure was made; and (b)
for RREEF II, not less than 90 days nor more than 120 days prior to the first
anniversary of the date of mailing 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 preceding year's annual
meeting, notice by the stockholder 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 as to each matter the
stockholder proposes to bring before the annual or special meeting, as described
in the Funds' by-laws and including, but not limited to:

(1) a description of the business desired to be brought to the meeting, (2) the
name and address, as they appear on the Fund's books, of the stockholder
proposing such business, (3) the class and number of shares of the capital stock
of the Fund which are beneficially owned by the stockholder, and (4) any
material interest of the stockholder in such business.

A Fund may exercise discretionary voting authority with respect to
stockholder proposals for the 2005 meeting of stockholders which are not
included in the proxy statement and form of proxy, if notice of such proposals
is not received by a Fund at the above address within the time frame described
above. Even if timely notice is received, a Fund may exercise discretionary
voting authority in certain other circumstances. Discretionary voting authority
is the ability to vote proxies that stockholders have executed and returned to
the Funds on matters not specifically reflected on the form of proxy.

By order of the Boards of Directors,

[-s- John Millette]
John Millette,
Secretary

Two International Place
Boston, Massachusetts 02110

April 26, 2004

APPENDIX A

SCUDDER NEW YORK BOARD
AUDIT AND COMPLIANCE COMMITTEE CHARTER

STATEMENT OF POLICY

The Audit and Compliance Committee (the "Committee") shall review the
financial reporting process, the system of internal control, the audit process,
and the Fund's process for monitoring compliance with investment restrictions
and applicable laws and regulations. In performing its duties, the Committee
shall maintain effective working relationships with the Fund's Board of Trustees
("Board"), management and independent accountants. The function of the Committee
is one of oversight; it is management's responsibility to maintain appropriate
systems for accounting controls, internal controls and disclosure controls and
procedures, and the independent accountants' responsibility to plan and carry
out a proper audit.

ORGANIZATION

The membership of the Audit and Compliance Committee shall be not fewer
than five. One third of the Committee members shall constitute a quorum for
purposes of convening any meeting. The members of the Committee shall be
Trustees who are not interested persons of the Fund(1) and who do not accept any
consulting, advisory, or compensatory fees from the Fund or management, other
than the stipulated fees from the Fund for serving as members and Trustees.(2)
The Committee shall designate a Chairperson.

Management of the Fund shall provide or arrange to provide such
information, data and services as the Audit and Compliance Committee may
request. The Committee shall have the resources and authority to discharge its
responsibilities, shall consult as it deems appropriate with Fund officers and
service providers and may, at the Fund's expense, engage counsel, independent
accountants, consultants or other experts to independently inquire or
investigate matters falling within the scope of its charter.

The Audit and Compliance Committee shall meet at least three times each
year to perform the duties and functions described in this Charter. The
Committee shall meet the Fund's independent accountants at least once annually
outside the presence of the Fund's management representatives.

PRINCIPAL FUNCTIONS

The Audit and Compliance Committee shall:

1. Be responsible for approving, and recommending to the Board for
ratification, the appointment, retention or termination of the independent
accountants, for determining the compensation paid to the independent
accountants, and for overseeing the independent accountants (including the
resolution of any disagreements between the accountants and management
regarding the Fund's financial reporting). The Committee is also required
to approve in advance any proposal for audit or non-audit services,(3) as
required by law. The Committee is authorized to delegate pre-approval
responsibilities to one or more

- ---------------
1 "Interested Person" is defined in Section 2(a)(19) of the Investment Company
Act of 1940.

2 For a Fund listed on an exchange, members must also meet any independence or
qualification requirements of the exchange.

3 The Committee shall not approve non-audit services that may not be provided by
an independent auditor under SEC Regulation S-X. Currently, prohibited
non-audit services include: (a) certain bookkeeping or other services related
to Fund accounting records or financial statements; (b) certain financial
information systems design and implementation; (c) certain appraisal or
valuation services, fairness opinions, or contribution-in-kind reports; (d)
certain actuarial services; (e) certain internal audit outsourcing services;
(f) management functions or human resources; (g) broker, dealer, investment
advisory or investment banking services; (h) legal services and expert
services unrelated to the audit; and (i) any other services that the Public
Company Accounting Oversight Board determines are impermissible.
20

members of the Committee who shall report to the Committee regarding
approved services at the Committee's next regularly scheduled meeting. From
time to time, the Committee shall establish the maximum period in advance
of a service that approval may be granted.

2. Evaluate the independent accountants' performance, costs,
organizational capability and independence from management. The Committee
will request from the independent accountants a formal written statement
delineating relationships between the independent accountants and a Fund
(and the Fund's investment advisers and their affiliates) consistent with
current independence standards, will actively engage in dialogue with the
accountants regarding any such relationships, will recommend that the Board
take appropriate action in response to the accountants' report to satisfy
itself of the accountants' independence, and will otherwise evaluate the
accountants' independence. The Committee shall also request assurances from
the independent accountants that the accountants are conforming with all
provisions of applicable rules and regulations of the Securities and
Exchange Commission.

3. Review with management and the independent accountants the results
of all audits and any reviews, and related comments including:

(a) The independent accountants' audit of the Fund's annual
financial statements and its report thereon, including any significant
audit findings;

(b) The independent accountants' reasoning in accepting or
questioning significant estimates by management;

(c) The independent accountants' views as to the adequacy of
disclosures in the Fund's financial statements in relation to generally
accepted accounting principles;

(d) Any significant difficulties or disputes with management
encountered during the course of the audit;

(e) Any significant changes to the audit plan;

(f) The independent accountants' report on internal controls; and

(g) Any other material written communications between the
independent accountants and management, such as any management letter or
schedule of unadjusted differences.

4. Review, in consultation, as appropriate, with the independent
accountants and Fund service providers:

(a) The adequacy of the internal controls and disclosure controls
and procedures, including computerized information system controls and
controls over the daily net asset valuation process (including valuation
of securities and fair valuation processes);

(b) The adequacy of internal controls at Fund service providers
employed on behalf of a Fund, including significant comments contained
in auditors' reports on those controls; and

(c) Findings and recommendations of the independent accountants and
any internal auditor on internal controls maintained by the Fund and/or
their service providers, together with responses of the appropriate
management, including the status of previous audit recommendations.

5. Inquire of management and the independent accountants as to
significant tax accounting policies elected by a Fund (including matters
affecting qualification under Subchapter M of the Internal Revenue Code)
and their affect on amounts distributed and reported to shareholders for
Federal tax purposes.

6. If a Fund is a closed-end fund, consider and, if appropriate,
recommend, the publication of the Fund's annual audited financial
statements in advance of the printing and publication of the annual report,
based on its review and discussions of such annual report with management
and the independent accountants.

7. Instruct the independent accountants that they are ultimately
accountable to the Board and the Audit and Compliance Committee, as the
shareholders' representatives, that the Committee has the
21

authority and responsibility to evaluate the independent accountants, and
approve, and recommend to the Board for ratification, the selection and,
where appropriate, the replacement of the independent accountants, and that
the independent accountants must report directly to the Committee.

8. Establish procedures for the receipt, retention and treatment of
complaints that a Fund receives regarding Fund accounting, internal
accounting controls or auditing matters, and for the confidential,
anonymous submission by Fund officers or employees of Fund service
providers of concerns regarding questionable accounting or auditing matters
related to the Funds.

9. Review and reassess the adequacy of this Audit and Compliance
Committee Charter on an annual basis and propose any changes to the Board.

10. Limits on Role of Committee

While the Committee has the duties and responsibilities set forth
in this Charter, the Committee is not responsible for planning or
conducting the Fund's audit or for determining whether the Fund's
financial statements are complete and accurate. The Committee is also
not responsible for determining whether the Fund's financial statements
have been prepared in accordance with generally accepted accounting
principles. The Committee may rely on the expertise and knowledge of
management, the internal auditors, the independent accountants and
counsel, advisors and experts in carrying out its oversight
responsibilities. Management is responsible for determining that the
Fund's financial statements are complete and accurate in accordance with
generally accepted accounting principles and fairly represent the Fund's
financial condition. Subject to the Committee's general oversight,
management is responsible for the effectiveness of disclosure controls
and procedures and internal controls and procedures for financial
reporting. The independent accountants are responsible for auditing the
Fund's financial statements. It is not the Committee's duty to conduct
investigations, to assure the adequacy or effectiveness of the Fund's
internal controls or disclosure procedures or to assure compliance with
investment restrictions and other rules and regulations or the Fund's
internal policies, procedures and controls.

Adopted: May 2, 2003

APPENDIX B

NOMINATING COMMITTEE CHARTER

This document serves as the Charter for the Nominating Committee (the
"Committee") of the Board of Directors/Trustees (the "Board") of each fund (the
"Fund") listed on Schedule A hereto (each such Charter being a separate
Charter). The primary purposes of the Committee are to (a) identify individuals
qualified to serve as members of the Board of each Fund; (b) make
recommendations to the Board on the composition of the Board; and (c) recommend
committee assignments and responsibilities to the Board.

NOMINATING COMMITTEE MEMBERSHIP

1. The Committee shall consist of three or more Board members (i) who
are not "interested persons" of the Fund, as that term is defined in
Section 2(a)(19) of the Investment Company Act of 1940, as amended (the
"1940 Act"), (ii) who are "independent" under applicable rules of a
national securities exchange, if any, and (iii) who are appointed by the
Board from time to time. Each Committee member shall serve until a
successor to such member is duly elected or qualified or until such
member's resignation or removal from the Board or the Committee.

2. The Committee shall elect a Chairperson (the "Chairperson") of the
Committee, who shall preside over Committee meetings.

3. The compensation of the Chairperson and the Committee members, if
any, shall be as determined by the Board.

BOARD NOMINATIONS AND APPOINTMENT POLICY

1. The Committee believes that it is in the best interests of the
Fund and its shareholders to obtain highly-qualified candidates to serve as
members of the Board.

2. In nominating candidates, the Committee believes that no specific
qualifications or disqualifications are controlling or paramount, or that
specific qualities or skills are necessary for each candidate to possess.
The Committee shall take into consideration such factors as it deems
appropriate. These factors may include the person's judgment, skill,
diversity and experience with investment companies and other organizations
of comparable purpose, complexity and size and subject to similar legal
restrictions and oversight; the interplay of the candidate's experience
with the experience of other Board members; the extent to which the
candidate would be a positive addition to the Board and any committees
thereof; whether or not the person is an "interested person" as defined in
the 1940 Act and "independent" within the meaning of any applicable rule of
a national securities exchange; and whether or not the person has any
relationships that might impair his or her independence, such as any
business, financial or family relationships with Fund management, the
investment adviser and/or sub-adviser of the Fund, Fund service providers
or their affiliates.

3. While the Committee is solely responsible for the selection and
recommendation of candidates to the Board, the Committee may consider
nominees recommended by Fund shareholders as it deems appropriate. Such
recommendations shall be directed to the Secretary of the Fund at such
address as is set forth in the Fund's disclosure documents, shall include
all information relating to such person that is required to be disclosed in
solicitations of proxies for the election of Board members and as specified
in the Fund's By-Laws, and must be accompanied by a written consent of the
individual to stand for election if nominated for the Board and to serve if
elected by shareholders.

4. 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.

ADDITIONAL POWERS AND RESPONSIBILITIES

1. The Committee shall review, as it deems necessary, and make
recommendations with regard to the tenure of Board members, including, as
it deems necessary, any term limits and mandatory retirement age.

2. The Committee shall have the authority to retain and terminate any
search firm to be used to identify Board candidates, subject to the Board's
sole authority to approve the search firm's fees and other retention terms.

3. The Committee shall have any other duties or responsibilities
expressly delegated to the Committee by the Board from time to time
relating to the nomination of Board members or any Committee members.

4. The Committee shall be responsible for reviewing with the Board
the requisite skills and criteria for new Board candidates as well as the
composition of the Board as a whole and evaluating its committee structure
to determine whether the Board and its committee structure are functioning
effectively. The Committee shall determine the nature of the evaluation,
supervise the conduct of the evaluation and prepare an assessment of the
performance of the Board and its committees, to be discussed with the
Board.

PROCEDURAL MATTERS

1. The Committee shall meet at such times as it deems necessary or
appropriate to carry out its duties. Meetings of the Committee may be held
in person, by telephone or by other appropriate means. The Committee may
also take action by unanimous written consent.

2. The Committee shall have the authority to delegate all or a
portion of its duties and responsibilities to a subcommittee of the
Committee.

3. The Committee shall keep written minutes of its meetings, which
minutes shall be maintained with the books and records of the Fund, and the
Committee shall report to the Board on its meetings.

4. The Committee shall, from time to time as it deems appropriate,
review and reassess the adequacy of this Charter and recommend any proposed
changes to the Board for approval.

5. One-half of the Committee's members shall constitute a quorum, if
at least two members are present. At any meeting of the Committee, the
decision of a majority of the members present and voting shall be
determinative as to any matter submitted to a vote.

This Charter may be amended by a vote of a majority of the Board members.

Adopted: April 2, 2004

SCHEDULE A
SCUDDER ADVISOR FUNDS, and its series:
Cash Management Fund Investment
Tax Free Money Fund Investment
NY Tax Free Money Fund Investment
Treasury Money Fund Investment
International Equity Fund -- Class A, B and C and Investment Class
Mid Cap Fund -- Class A, B, C, and R and Investment Class and Institutional
Class
Lifecycle Mid Range Fund -- Investment Class
Lifecycle Short Range Fund -- Investment Class
Small Cap Fund -- Class A, B, C and R and Investment Class
PreservationPlus Income Fund -- A and C Shares and Investment Class
SCUDDER ADVISOR FUNDS II, and its series:
EAFE Equity Index Fund -- Premier Class
U.S. Bond Index Fund -- Premier Class
SCUDDER ADVISOR FUNDS III, and its series:
Money Market Fund -- Investment Class
Lifecycle Long Range Fund (formerly Asset Management Fund) -- Premier
Class, Investment Class
PreservationPlus Fund -- Investment Class and Institutional Class
SCUDDER INSTITUTIONAL FUNDS, and its series:
Cash Management Fund -- Institutional Class
Cash Reserves Fund -- Institutional Class
Treasury Money Fund -- Institutional Class
International Equity Fund -- Institutional Class I and Institutional Class
II
Equity 500 Index Fund -- Premier Class, Investment Class
Daily Assets Fund -- Institutional Class
SCUDDER INVESTMENT PORTFOLIOS, and its series:
Liquid Assets Portfolio
Asset Management II Portfolio
Asset Management III Portfolio
U.S. Bond Index Portfolio
EAFE(R) Equity Index Portfolio
PreservationPlus Portfolio
PreservationPlus Income Portfolio
SCUDDER CASH MANAGEMENT PORTFOLIO
SCUDDER TREASURY MONEY PORTFOLIO
SCUDDER INTERNATIONAL EQUITY PORTFOLIO
SCUDDER EQUITY 500 INDEX PORTFOLIO
SCUDDER ASSET MANAGEMENT PORTFOLIO
SCUDDER MG INVESTMENTS TRUST, and its series:
International Select Equity Fund
European Equity Fund
Emerging Markets Debt Fund
Fixed Income Fund
Municipal Bond Fund
Short Duration Fund
Short-Term Municipal Bond Fund
High Income Plus Fund
Micro Cap Fund
Total Return Bond Fund

SCUDDER INVESTMENTS VIT FUNDS, and its series:
Equity 500 Index Fund
EAFE Equity Index Fund
Small Cap Index Fund
Nasdaq -- 100 Index Fund
Global Biotechnology Fund
U.S. Bond Index Fund
Scudder Real Estate Securities Portfolio
CASH RESERVE FUND, INC. (FORMERLY DEUTSCHE BANK ALEX. BROWN CASH RESERVE FUND,
INC.), and its series:
Prime Series
Treasury Series
Tax-Free Series
SCUDDER FLAG INVESTORS COMMUNICATIONS FUND, INC.
SCUDDER FLAG INVESTORS VALUE BUILDER FUND, INC.
SCUDDER FLAG INVESTORS EQUITY PARTNERS FUND, INC.
SCUDDER RREEF REAL ESTATE FUND, INC. (CLOSED-END FUND)
SCUDDER RREEF REAL ESTATE FUND II, INC. (CLOSED-END FUND)
SCUDDER RREEF SECURITIES TRUST, AND ITS SERIES:
RREEF Real Estate Securities Fund
SCUDDER INVESTORS FUNDS, INC., and its series:
Top 50 US Fund
Japanese Equity Fund
Global Biotechnology Fund
SCUDDER INVESTORS PORTFOLIOS TRUST, and its series:
Top 50 US Portfolio
Japanese Equity Portfolio

APPENDIX C

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>

(SCUDDER INVESTMENTS LOGO)

TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE

P R O X Y

SCUDDER RREEF REAL ESTATE FUND II, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

ANNUAL MEETING OF STOCKHOLDERS - JUNE 4, 2004

The undersigned hereby appoints Bruce A. Rosenblum, Lisa A. Hertz 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 Scudder RREEF Real Estate
Fund II, Inc. which the undersigned is entitled to vote at the Annual Meeting of
Stockholders of Scudder RREEF Real Estate Fund II, Inc. to be held at the
offices of Deutsche Asset Management, 29th Floor, 280 Park Avenue, New York, New
York 10017, on Friday, June 4, 2004 at 3:45 p.m., Eastern time, and at any
adjournments thereof.

(CONTINUED, AND TO BE SIGNED, ON THE REVERSE SIDE.)

INSTRUCTIONS FOR VOTING YOUR PROXY

The Fund encourages you to take advantage of a cost-effective, convenient way to
vote your shares. You may vote your proxy 24 hours a day, 7 days a week using
either a touch-tone telephone or the Internet. Your telephone or Internet vote
must be received no later than 5:00 p.m. Eastern Time on June 3, 2004, and
authorizes the proxies named on the proxy card below to vote your shares in the
same manner as if you marked, signed and returned your proxy card. If you vote
by telephone or Internet, do not return your proxy card by mail.

VOTE BY TELEPHONE Available only until 5:00 p.m. Eastern Time June 3, 2004.

o Call toll free 1-800-786-8302 on any touch-tone telephone to authorize the
voting of your shares. You may call 24 hours a day, 7 days a week. You
will be prompted to follow simple instructions.

VOTE BY INTERNET Available only until 5:00 p.m. Eastern Time June 3, 2004.

o Access the website at HTTP://PROXY.GEORGESON.COM to authorize the voting
of your shares. You may access the site 24 hours a day, 7 days a week. You
will be prompted to follow simple instructions.

VOTE BY MAIL Must be received prior to the Annual Meeting.

o Please sign and date your proxy card and return it in the enclosed
postage-paid envelope.

COMPANY NUMBER CONTROL NUMBER

TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE

PLEASE MARK
[X] VOTES AS IN
THIS EXAMPLE.
..

UNLESS OTHERWISE SPECIFIED IN THE SQUARES PROVIDED, THE UNDERSIGNED'S VOTE
WILL BE CAST FOR THE ITEM LISTED BELOW.

WITHHOLD
FOR all nominees AUTHORITY
listed at left to vote for all
(except nominees
as marked to the listed at left
The election of three Directors: contrary below)
NOMINEES: Class I: Richard R. Burt, S. Leland
Dill and Martin J. Gruber [ ] [ ]

(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 April 26,
2004, is hereby acknowledged. 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.

--------------------------------------------
(Signature of Stockholder)

--------------------------------------------
(Signature of joint owner, if any)

Date _______________________________________, 2004

PLEASE SIGN AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS
REQUIRED.