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:

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

(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:

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

(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
MAY 11, 2005

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 1:00 p.m. and 1:15 p.m., respectively, Eastern
time, on Wednesday, June 29, 2005 at the offices of Deutsche Asset Management,
Inc. ("DeAM, Inc." or the "Investment Manager"), 27th Floor, 345 Park Avenue,
New York, New York 10154. Stockholders who are unable to attend the meeting of
their Fund are strongly encouraged to vote by proxy, which is customary in
corporate meetings of this kind. A Notice of Annual Meeting of Stockholders, a
joint Proxy Statement regarding the Annual Meetings, a proxy card for your vote
at the Annual Meetings and a postage prepaid envelope in which to return your
proxy or proxies are enclosed.

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

In addition, we are pleased to announce that the Boards of Directors of the
Funds have authorized the Investment Manager to implement an open-market
repurchase program. Under the program, each Fund may purchase shares of its
common stock in open-market transactions from time to time, at the discretion of
the Funds' Investment Manager and RREEF America L.L.C (the "Investment
Advisor"). The Investment Manager and Advisor believe that the program may offer
the Funds, which primarily invest in REIT pooled investment vehicles, an
additional investment opportunity by purchasing the Funds' shares at a discount
to the underlying REIT share values, which themselves may at times represent an
additional discount to the REITs' underlying property values. The program also
provides the Investment Manager and Advisor with flexibility to repurchase
shares in an effort to address the discount to net asset value at which shares
of each Fund may trade. The amount and timing of repurchases will be at the
discretion of the Investment Manager and Advisor for each Fund, taking into
account various factors, including market conditions, cash on hand and the
availability of other attractive investments. Any repurchases made under this
program would be made on a national securities exchange at the prevailing market
price, subject to exchange requirements and volume, timing and other limitations
under federal securities laws. Under the program, the earliest that any shares
of the Funds could be repurchased is May 31, 2005.

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

Respectfully,

(-s- Joseph R. Hardiman)

Joseph R. Hardiman
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 AUTHORIZING THEIR PROXIES BY TOUCH-TONE
TELEPHONE OR THROUGH THE INTERNET) AND MAIL IT IN THE ENCLOSED POSTAGE PREPAID
ENVELOPE SO AS TO ENSURE A QUORUM AT THE ANNUAL MEETING. THIS IS IMPORTANT
WHETHER YOU OWN FEW OR MANY SHARES.

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

Notice Of Annual Meeting of Stockholders

Please take notice that the Annual Meeting of Stockholders of each of
Scudder RREEF Real Estate Fund, Inc., a Maryland corporation, ("RREEF I"), and
Scudder RREEF Real Estate Fund II, Inc., a Maryland corporation ("RREEF II"),
(each a "Fund," and collectively the "Funds") will be held at the offices of
Deutsche Asset Management, Inc., 27th Floor, 345 Park Avenue, New York, New York
10154, on Wednesday, June 29, 2005 at 1:00 p.m. and 1:15 p.m., respectively,
Eastern time, for the following purposes:

MATTERS TO BE VOTED ON BY ALL STOCKHOLDERS:

Proposal I: To consider and vote upon the election of
Messrs. Joseph R. Hardiman and Richard J.
Herring as Class II Directors of each Fund,
each to hold office for a term of three years
and until his respective successor has been
duly elected and qualifies.

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

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

Proposal III: (RREEF I ONLY) To consider and vote upon the election of
William N. Shiebler as a Class III Director of
the Fund to hold office until the 2006 Annual
Meeting of Stockholders and until his successor
has been duly elected and qualifies.

The appointed proxies will vote in their discretion on any other business
as may properly come before the Annual Meetings or any postponements or
adjournments thereof. Holders of record of shares of a Fund at the close of
business on April 25, 2005 are entitled to vote at the Annual Meeting of their
Fund and any postponements or adjournments thereof.

By order of the Boards of Directors,

[-s- John Millette]
John Millette,
Secretary

May 11, 2005

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

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., a
Maryland corporation ("RREEF I"), and Scudder RREEF Real Estate Fund II, Inc., a
Maryland corporation ("RREEF II"), (each, a "Fund" and collectively, the
"Funds") for use at the Annual Meeting of Stockholders of each Fund, to be held
at the offices of Deutsche Asset Management, Inc. ("DeAM, Inc." or the
"Investment Manager"), 27th Floor, 345 Park Avenue, New York, New York 10154, on
Wednesday, June 29, 2005 at 1:00 p.m. and 1:15 p.m., respectively, Eastern time,
and at any postponements or adjournments thereof (collectively, the "Meeting").*

This joint Proxy Statement, the Notice of Annual Meeting of Stockholders
and the enclosed proxy card(s) are first being mailed to stockholders on or
about May 12, 2005, or as soon as practicable thereafter. Any stockholder giving
a proxy has the power to 1) revoke it in person at the Meeting or 2) by
submitting a notice of revocation by mail (addressed to the Secretary at Two
International Place, Boston, Massachusetts 02110) to the applicable Fund. Any
stockholder giving a proxy may also revoke it by executing or authorizing a
later-dated proxy by mail, touch-tone telephone or via the Internet. All
properly executed proxies received in time for the Meeting will be voted as
specified in the proxy or, if no specification is made, for the proposals
referred to in the Proxy Statement. Also, all votes entitled to be cast will be
cast in the proxies' discretion on any other matters as may properly come before
the Meeting.

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

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

Holders of record of shares of each Fund at the close of business on April
25, 2005 (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 postponements
or adjournments thereof.

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

For RREEF I:

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

Common Stock................................................ 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 as to
matters on which they are entitled to vote. The preferred stockholders of each
Fund will vote together with common stockholders of each Fund as a single class
on Proposal I. Only the preferred stockholders of each Fund, voting in each case
as a separate class, will vote on Proposal II and only the preferred
stockholders of RREEF I, voting as a separate class, will vote on Proposal III.

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, 2004 without charge, by calling
800-349-4281, writing to the Fund at 345 Park Avenue, New York, New York 10154,
or visiting the Funds' website at www.cef.scudder.com.

PROPOSALS I, II AND III: ELECTION OF DIRECTORS

Persons named as proxies on the accompanying proxy card(s) intend, in the
absence of contrary instructions, (i) with respect to the holders of common
stock and preferred stock of each Fund, to vote all proxies "FOR" the election
of the two nominees indicated in Proposal I and listed in "Information
Concerning Nominees" as Directors of each of the Funds; (ii) with respect to the
holders of preferred stock of each Fund, to vote all proxies "FOR" the election
of the nominee indicated in Proposal II and listed in "Information Concerning
Nominees" as a Director of each Fund; and (iii) with respect to the holders of
preferred stock of RREEF I, to vote all proxies "FOR" the election of the
nominee indicated in Proposal III and listed in "Information Concerning
Nominees" as a Director of RREEF I. If elected, Messrs. Hardiman, Herring and
Jones will each serve for a term of three years and until their respective
successors have been duly elected and qualify. If elected, Mr. Shiebler will
serve as a Director for RREEF I until the 2006 Annual Meeting of Stockholders of
RREEF I and until his successor is duly elected and qualifies. Mr. Shiebler
currently serves as a director of both RREEF I and RREEF II, having been elected
in 2004 by the Board of Directors of each Fund to replace a resigning Director.
However, the Bylaws of RREEF I as then in effect provided that a Director
elected to fill a Board seat vacated by another Director served until the next
Annual Meeting of Stockholders. (The Bylaws of RREEF II provide that a Director
elected to fill a Board seat vacated by another Director serves the remainder of
the full term of the class in which the vacancy occurred and, therefore, Mr.
Shiebler is not being proposed for re-election for RREEF II at this Annual
Meeting.)

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 on the following
table.

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

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

1. Election of two Class II Directors by all stockholders of X X
each Fund (Joseph R. Hardiman and Richard J. Herring
nominated for each Fund)....................................
2. Election of one Class II Director by the holders of X
preferred stock of each Fund (Graham E. Jones nominated for
each Fund)..................................................
3. (RREEF I ONLY) Election of one Class III Director by the X
holders of preferred stock of RREEF I (William N. Shiebler
nominated)..................................................
</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 II -- INDEPENDENT NOMINEES* TO SERVE UNTIL 2008 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
- -------------------- ------------------------- ------------- ----------------- --------- -------------------------

Joseph R. Hardiman Private Equity Investor None Over $100,000 51 Director, Broadwing
5/27/37 (January 1997 to Corporation(3) (optical
c/o Deutsche Asset present); Formerly, networking equipment and
Management President and Chief network services) (July
Mail Stop BAL01-1806 Executive Officer, The 2000 to present); Brown
One South Street National Association of Investment Advisory &
Baltimore, MD 21202 Securities Dealers, Inc. Trust Company (investment
Chairman since and The NASDAQ Stock advisor) (February 2001
2004 -- RREEF I Market, Inc. (1987-1997); to present); The Nevis
2004 -- RREEF II Chief Operating Officer Fund (registered
Director since of Alex. Brown & Sons investment company) (July
2002 -- RREEF I Incorporated (now 1999 to present); and ISI
2003 -- RREEF II Deutsche Bank Securities Family of Funds
Inc.) (1985- 1987); (registered investment
General Partner, Alex. companies -- 4 funds
Brown & Sons Incorporated overseen) (March 1998 to
(now Deutsche Bank present).
Securities Inc.) (1976-
1985).
Richard J. Herring Jacob Safra Professor of None Over $100,000 51 Director, Lauder
2/18/46 International Banking and Institute of
c/o Deutsche Asset Professor, Finance International Management
Management Department, The Wharton Studies (since July
Mail Stop BAL01-1806 School, University of 2000); Co-Director,
One South Street Pennsylvania (since July Wharton Financial
Baltimore, MD 21202 1972). Institutions Center
Director since (since July 2000) and
2002 -- RREEF I Vice Dean and Director,
2003 -- RREEF II Wharton Undergraduate
Division (July 1995-June
2000).
Graham E. Jones** Senior Vice President, RREEF II Over $100,000 51 Trustee, 3 open-end
1/31/33 BGK Properties, Inc. $10,001- mutual funds managed by
c/o Deutsche Asset (commercial real estate) $50,000 Weiss, Peck & Greer
Management (since 1995). (since 1985) and Trustee
Mail Stop BAL01-1806 of 7 open-end mutual
One South Street funds managed by Sun
Baltimore, MD 21202 Capital Advisers, Inc.
Director since (since 1998).
2002 -- RREEF I
2003 -- RREEF II
</Table>

CLASS III -- INTERESTED(4) NOMINEE TO SERVE UNTIL 2006 ANNUAL MEETINGS OF
STOCKHOLDERS (FOR RREEF I):

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

William N. Vice-Chairman of Deutsche None Over $100,000 128 Director/Officer Scudder
Shiebler(4)*** Asset Management and Chairman Mutual Funds (Chicago
2/6/42 of Scudder Investments since Board -- 76 Funds
c/o Deutsche Asset March 10, 2005; Chief overseen) (since 2004).
Management, Inc. Executive Officer in the
345 Park Avenue Americas for DeAM, Inc.
New York, NY 10154 (2002-2004); member of the
Director since DeAM, Inc. Global Executive
2004 -- RREEF I Committee (since 2002); Vice
2004 -- RREEF II Chairman of Putnam
Investments, Inc. (1999);
Director and Senior Managing
Director of Putnam
Investments, Inc. and
President, Chief Executive
Officer, and Director of
Putnam Mutual Funds Inc.
(1990-1999).
</Table>

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

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

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

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

(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. All
fund holdings information is as of December 31, 2004.

(2) The total number of funds in the Fund Complex is 185.

(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 Fund's investment manager, DeAM, Inc.

INFORMATION CONCERNING CONTINUING DIRECTORS

The Board of Directors for each Fund is divided into three classes. The
terms of Classes I and III Directors do not expire this year, with the exception
of the term of William N. Shiebler as a Class III Director of RREEF I. The
following table sets forth certain information regarding the Directors in such
classes. Unless

otherwise noted, each Director has engaged in the principal occupation listed in
the following table for more than five years, but not necessarily in the same
capacity.

CLASS 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
BUSINESS EXPERIENCE OF EQUITY BY THE DIRECTOR OVERSEEN
NAME, DATE OF DURING THE PAST 5 YEARS; SECURITIES IN IN THE FUND BY THE OTHER DIRECTORSHIPS
BIRTH, ADDRESS AND TITLE OTHER DIRECTORSHIPS EACH FUND(1) COMPLEX(1)(2) DIRECTOR HELD BY DIRECTOR
- ------------------------ ------------------------- ------------- ----------------- --------- -------------------------

Rebecca W. Rimel President and Chief None Over $100,000 51 None
4/10/51 Executive Officer, The
c/o Deutsche Asset Pew Charitable Trusts
Management (charitable foundation)
Mail Stop BAL01-1806 (1994 to present);
One South Street Executive Vice President,
Baltimore, MD 21202 The Glenmede Trust
Director since Company (investment trust
2002 -- RREEF I and wealth management)
2003 -- RREEF II (1983 to 2002).
Philip Saunders, Jr. Principal, Philip None Over $100,000 51 None
10/11/35 Saunders Associates
c/o Deutsche Asset (economic and financial
Management consulting) (since
Mail Stop BAL01-1806 November 1988).
One South Street
Baltimore, MD 21202
Director since
2002 -- RREEF I
2003 -- RREEF II
William N. Searcy Private Investor (since None Over $100,000 51 Trustee of 7 open-end
9/3/46 October 2003). Formerly, mutual funds managed by
c/o Deutsche Asset Pension & Savings Trust Sun Capital Advisers,
Management Officer, Sprint Inc. (since October
Mail Stop BAL01-1806 Corporation(3) 1998).
One South Street (telecommunications)
Baltimore, MD 21202 (November 1989-September
Director since 2003).
2002 -- RREEF I
2003 -- RREEF II
</Table>

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

Richard R. Burt Chairman, Diligence None Over $100,000 54 Member of the Board,
2/3/47 (information and Hollinger International,
c/o Deutsche Asset security) (September 2002 Inc.(3) (publishing)
Management to present); Chairman, (September 1995 to
Mail Stop BAL01-1806 IEP Advisors, Inc. (July present); UBS Mutual
One South Street 1998 to present); Funds (formerly known as
Baltimore, MD 21202 Formerly, Partner, Brinson and Mitchell
Director since McKinsey & Company Hutchins families of
2002 -- RREEF I (consulting) (1991-1994); funds) (registered
2003 -- RREEF II US Chief Negotiator in investment companies)
Strategic Arms Reduction (September 1995 to
Talks (START) with former present); Member, Textron
Soviet Union; and US Inc.(3) International
Ambassador to the Federal Advisory Council (1996 to
Republic of Germany present).
(1985-1991).
S. Leland Dill Retired. Formerly, None Over $100,000 51 Trustee, Phoenix Euclid
3/28/30 Partner, KPMG Peat Market Neutral Fund
c/o Deutsche Asset Marwick (June 1956-June (registered investment
Management 1986). company -- 1 portfolio
Mail Stop BAL01-1806 overseen) (since May
One South Street 1998); and Phoenix Funds
Baltimore, MD 21202 (registered investment
Director since companies -- 25
2002 -- RREEF I portfolios overseen)
2003 -- RREEF II (since May 2004).
Martin J. Gruber Nomura Professor of None Over $100,000 51 Trustee (since January
7/15/37 Finance, Leonard N. Stern 2000) and Chairman of the
c/o Deutsche Asset School of Business, New Board (since February
Management York University (since 2004), CREF (pension
Mail Stop BAL01-1806 September 1964). fund); Director, Japan
One South Street Equity Fund, Inc. (since
Baltimore, MD 21202 January 1992), Thai
Director since Capital Fund, Inc. (since
2002 -- RREEF I January 2000) and
2003 -- RREEF II Singapore Fund, Inc.
(since 2000) (registered
investment companies).
</Table>

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

William N. Shiebler(4) See "Information Concerning Nominees" above
See "Information
Concerning Nominees"
above
</Table>

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

(2) The total number of funds in the Fund Complex is 185.

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

REQUIRED VOTE

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

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 and Section 30(h) of
the 1940 Act, as applied to a fund, require the fund's officers and Directors,
investment manager, investment advisor, affiliates of the fund's investment
manager and investment advisor, and persons who beneficially own more than ten
percent of a registered class of the fund's outstanding securities ("Reporting
Persons"), to file reports of ownership of the fund's securities and changes in
such ownership with the Securities and Exchange Commission (the "SEC"). Such
persons are required by SEC regulations to furnish the fund with copies of all
such filings.

Based on a review of reports filed by each Fund's Directors and officers,
the investment manager, officers and directors of the investment manager and
investment advisor, affiliated persons of the investment manager and the
investment advisor and beneficial holders of 10% or more of each Fund's
outstanding stock, and written representations by the Reporting Persons that no
year-end reports were required for such persons, all filings required for the
fiscal period ended December 31, 2004 were timely, except John W. Vojticek filed
a Form 3 Initial Holdings Report for each Fund late. Mr. Vojticek subsequently
corrected this omission by making the necessary filings. As a convenience to the
Directors, the Fund's investment manager assists them in making their Section 16
filings.

As of the Record Date, one Director of the Funds, Mr. Jones, owned 3,130
shares of common stock of RREEF II representing less than 1% of the outstanding
shares of the 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
stockholders 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 Inc., 1200 Harbor Blvd., Weehawken, NJ 07086 owned
beneficially or of record 3,446,660 shares of common stock representing 21.3% 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 3,031,091 shares
of common stock representing 18.8% of the outstanding shares of the Fund's
common stock. Merrill Lynch, Pierce Fenner & Smith, 4 Corporate Place,
Piscataway, NJ 08854 owned beneficially or of record 1,886,010 shares of common
stock representing 11.7%% of the outstanding shares of the Fund's common stock.
Pershing LLC Securities Corporation, 1 Pershing Plaza, Jersey City, NJ 07399
owned beneficially or of record 1,651,702 shares of common stock representing
10.2%% of the outstanding shares of the Fund's common stock.

UBS Financial Services Inc., 1200 Harbor Blvd., Weehawken, NJ 07086 owned
beneficially or of record 1,877 shares of Series A of the preferred stock
representing 58.7% of the outstanding shares of Series A of the Fund's preferred
stock. JP Morgan Chase Bank, 14201 Dallas Parkway, Dallas, TX 75254 owned
beneficially

or of record 718 shares of Series A of the preferred stock representing 22.4% of
the outstanding shares of Series A of the Fund's preferred stock. Merrill Lynch,
Pierce Fenner & Smith, 4 Corporate Place, Piscataway, NJ 08854 owned
beneficially or of record 291 shares of Series A of the preferred stock
representing 9.1% of the outstanding shares of Series A of the Fund's preferred
stock.

UBS Financial Services Inc., 1200 Harbor Blvd., Weehawken, NJ 07086 owned
beneficially or of record 2,024 shares of Series B of the preferred stock
representing 63.3% of the outstanding shares of Series B of the Fund's preferred
stock. Wachovia Bank, N.A. -- Phila. Main, 530 Walnut Street, 1st Floor,
Philadelphia, PA 19101 owned beneficially or of record 400 shares of Series B of
the preferred stock representing 12.5% of the outstanding shares of Series B of
the Fund's preferred stock. First Clearing, LLC, 901 E. Byrd Street, Richmond,
VA 23219 owned beneficially or of record 256 shares of Series B of the preferred
stock representing 8.0% of the outstanding shares of Series B of the Fund's
preferred stock.

For RREEF II:

UBS Financial Services Inc., 1200 Harbor Blvd, Weehawken, NJ 07086 owned
beneficially or of record 11,174,355 shares of common stock representing 28.4%
of the outstanding shares of the Fund's common stock. Merrill Lynch, Pierce
Fenner & Smith 4 Corporate Place, Piscataway, NJ 08854 owned beneficially or of
record 7,263,060 shares of common stock representing 18.4% 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 5,706,375 shares of common
stock representing 14.5% of the outstanding shares of the Fund's common stock.

UBS Financial Services Inc., 1200 Harbor Blvd., Weehawken, NJ 07086 owned
beneficially or of record 1,780 shares of Series A of the preferred stock
representing 63.6% of the outstanding shares of Series A of the Fund's preferred
stock. Merrill Lynch, Pierce Fenner & Smith, 4 Corporate Place, Piscataway, NJ
07302 owned beneficially or of record 378 shares of Series A of the preferred
stock representing 13.5% of the outstanding shares of Series A 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 220 shares of
Series A of the preferred stock representing 7.9% of the outstanding shares of
Series A of the Fund's preferred stock. First Clearing, LLC 901 E. Byrd St.,
Richmond, VA 23219 owned beneficially or of record 192 shares of Series A of the
preferred stock representing 6.9% of the outstanding shares of Series A of the
Fund's preferred stock. Pershing LLC Securities Corporation, 1 Pershing Plaza,
Jersey City, NJ 07399 owned beneficially or of record 186 shares of Series A of
the preferred stock representing 6.6% of the outstanding shares of Series A of
the Fund's preferred stock.

UBS Financial Services Inc., 1200 Harbor Blvd., Weehawken, NJ 07086 owned
beneficially or of record 1,978 shares of Series B of the preferred stock
representing 70.6% of the outstanding shares of Series B of the Fund's preferred
stock. First Clearing, LLC 901 E. Byrd St., Richmond, VA 23219 owned
beneficially or of record 295 shares of Series B of the preferred stock
representing 10.5% of the outstanding shares of Series B of the Fund's preferred
stock. Pershing LLC Securities Corporation, 1 Pershing Plaza, Jersey City, NJ
07399 owned beneficially or of record 232 shares of Series B of the preferred
stock representing 8.3% of the outstanding shares of Series B of the Fund's
preferred stock.

UBS Financial Services Inc., 1200 Harbor Blvd., Weehawken, NJ 07086 owned
beneficially or of record 1,164 shares of Series C of the preferred stock
representing 41.6% of the outstanding shares of Series C of the Fund's preferred
stock. Merrill Lynch, Pierce, Fenner & Smith, 4 Corporate Place, Piscataway, NJ
08854 owned beneficially or of record 879 shares of Series C of the preferred
stock representing 31.4% of the outstanding shares of Series C of the Fund's
preferred stock. First Clearing, LLC 901 E. Byrd St., Richmond, VA 23219 owned
beneficially or of record 269 shares of Series C of the preferred stock
representing 9.6% of the outstanding shares of Series C of the Fund's preferred
stock. Pershing LLC Securities Corporation, 1 Pershing Plaza, Jersey City, NJ
07399 owned beneficially or of record 237 shares of Series C of the preferred
stock representing 8.5% of the outstanding shares of Series C of the Fund's
preferred stock.

UBS Financial Services Inc., 1200 Harbor Blvd., Weehawken, NJ 07086 owned
beneficially or of record 1,630 shares of Series D of the preferred stock
representing 58.2% of the outstanding shares of Series D of

the Fund's preferred stock. Pershing LLC Securities Corporation, 1 Pershing
Plaza, Jersey City, NJ 07399 owned beneficially or of record 469 shares of
Series D of the preferred stock representing 16.8% of the outstanding shares of
Series D of the Fund's preferred stock. Merrill Lynch, Pierce Fenner & Smith, 4
Corporate Place, Piscataway, NJ 08854 owned beneficially or of record 348 shares
of Series D of the preferred stock representing 12.4% of the outstanding shares
of Series D of the Fund's preferred stock. First Clearing, LLC 901 E. Byrd St.,
Richmond, VA 23219 owned beneficially or of record 268 shares of Series D of the
preferred stock representing 9.6% of the outstanding shares of Series D of the
Fund's preferred stock.

UBS Financial Services Inc., 1200 Harbor Blvd., Weehawken, NJ 07086 owned
beneficially or of record 972 shares of Series E of the preferred stock
representing 34.7% of the outstanding shares of Series E of the Fund's preferred
stock. Merrill Lynch, Pierce, Fenner & Smith, 101 Hudson Street, 9th Floor,
Jersey City, NJ 07302 owned beneficially or of record 600 shares of Series E of
the preferred stock representing 21.4% of the outstanding shares of Series E of
the Fund's preferred stock. Merrill Lynch, Pierce Fenner & Smith, 4 Corporate
Place, Piscataway, NJ 08854 owned beneficially or of record 488 shares of Series
E of the preferred stock representing 17.4% of the outstanding shares of Series
E of the Fund's preferred stock. First Clearing, LLC 901 E. Byrd St., Richmond,
VA 23219 owned beneficially or of record 341 shares of Series E of the preferred
stock representing 12.2% of the outstanding shares of Series E of the Fund's
preferred stock. Pershing LLC Securities Corporation, 1 Pershing Plaza, Jersey
City, NJ 07399 owned beneficially or of record 260 shares of Series E of the
preferred stock representing 9.3% 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 each Fund met 13 times during the fiscal year
ended December 31, 2004. 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, 2004, each Board of
Directors has an Audit Committee, an Expenses/Operations Committee, an Equity
Oversight Committee, a Fixed Income Oversight Committee, a
Legal/Regulatory/Compliance Committee, a Marketing/Distribution/ Shareholder
Service Committee, a Nominating and Governance Committee and a Valuation
Committee. The responsibilities of each Committee are described below.

AUDIT COMMITTEE

The Audit Committee of each Board of Directors appoints 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 Committee receives annual representations from the
auditors as to their independence. The members of the Audit Committee are S.
Leland Dill (Chairperson), Richard J. Herring, Graham E. Jones, Philip Saunders,
Jr. and William N. Searcy. Each member of the Audit Committee is "independent"
as defined in Section 121(A) of the listing standards of the American Stock
Exchange, on which the common stock of each Fund is listed. The Audit Committee
for each Fund met seven times during the fiscal period ended December 31, 2004.
The Audit Committee of each Board of Directors has adopted a written charter
which is attached to this joint Proxy Statement as Appendix A.

At a meeting held on October 28, 2003, the Audit Committees of RREEF I and
of RREEF II appointed PricewaterhouseCoopers LLP ("PwC") to act as independent
accountants for each Fund for the fiscal year ended December 31, 2004. Each
Fund's financial statements for the fiscal year ended December 31, 2004 were

audited by PwC. The following table sets forth the aggregate fees billed for
professional services rendered by PwC:

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

RREEF I.............. December 31, 2003 $48,400 $9,820 $0 $21,500
December 31, 2004 $52,900 $8,105 $185 $0
RREEF II............. December 31, 2003(1) $68,400 $7,720 $0 $0
December 31, 2004 $52,900 $8,105 $185 $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 and tax return preparation.
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
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 SERVICE TOTAL NON-AUDIT
PROVIDERS (ENGAGEMENTS FEES BILLED TO ADVISER
TOTAL RELATED DIRECTLY TO THE AND AFFILIATED FUND
FISCAL YEAR NON-AUDIT FEES OPERATIONS AND FINANCIAL SERVICE PROVIDERS (ALL
ENDED BILLED TO FUND REPORTING OF THE FUND) OTHER ENGAGEMENTS) TOTAL OF (A), (B)
DECEMBER 31 (A) (B) (C) AND (C)
----------- -------------- ------------------------ ---------------------- -----------------

RREEF I.............. 2003 $31,320 $0 $3,967,000 $3,998,320
2004 $ 8,105 $0 $ 253,272 $ 261,377
RREEF II............. 2003 $ 7,720 $0 $3,967,000 $3,974,720
2004 $ 8,105 $0 $ 253,272 $ 261,377
</Table>

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

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

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

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

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

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

In connection with the audited financial statements as of and for the
period ended December 31, 2004 included in each Fund's Annual Report (the
"Annual Report"), at a meeting held on February 24, 2005, the Audit 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 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 Committee of each Board of Directors are not
professionally engaged in the practice of auditing or accounting and are not
employed by the Funds for accounting, financial management or internal control.
Moreover, each Audit Committee relies on and makes no independent verification
of the facts presented to it or representations made by management or the
independent accountants. Accordingly, each Audit Committee's oversight does not
provide an independent basis to determine that management has maintained
appropriate accounting and financial reporting principles or policies, or
internal controls and procedures, designed to assure compliance with accounting
standards and applicable laws and regulations. Furthermore, each Audit
Committee's considerations and discussions referred to above do not provide
assurance that the audit of each Fund's financial statements has been carried
out in accordance with generally accepted auditing standards or that the
financial statements are presented in accordance with generally accepted
accounting principles.

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

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

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
Chairperson, 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 for each
Fund met three times during the fiscal year ended December 31, 2004. On February
4, 2005, the Independent Directors nominated the Directors

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

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

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

Any such notice by a stockholder shall set forth (i) as to each person whom
the stockholder proposes to nominate for election or re-election as a Director
(A) the name, age, business address and residence address of such person, (B)
the class, series and number of shares, if any, of the capital stock of the Fund
which are beneficially owned by such person, (C) whether such stockholder
believes such person is, or is not, an "interested person" of the Fund, as such
term is defined in the 1940 Act and information that is sufficient, in the
discretion of the Board of Directors or any Committee thereof or any authorized
person of the Fund, to make such determination and (D) all other information
relating to such person that is required to be disclosed in solicitations of
proxies for the election of Directors (even if an election contest is not
involved) or is otherwise required pursuant to Regulation 14A under the
Securities Exchange Act of 1934 or any successor regulation thereto (including
without limitation such person's written consent to being named in the proxy
statement as a nominee and to serving as a Director if elected and whether any
person intends to seek reimbursement from the Fund of the expenses of any
solicitation of proxies should such person be elected a Director of the Fund)
and each Fund's Bylaws; and (ii) as to the stockholder giving the notice, (A)
the name and address, as they appear on the Fund's books and the current name
and address, if different and (B) the class, series and number of shares of the
capital stock of the Fund which are beneficially owned. Other than as described
above and in its charter, the Nominating and Governance Committee has not
adopted a formal process for identifying and evaluating director nominees.

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

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

Directors are invited to all stockholder meetings and are encouraged to
attend stockholder meetings when these meetings coincide with meetings of the
Boards of Directors. Effective as of April 2, 2004, the Board of Directors of
each Fund has established a policy that at least one Director shall attend all
stockholder meetings.

Five Directors personally attended the 2004 annual meetings of stockholders for
RREEF I and RREEF II, 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 the Funds' securities and other assets held by
each Fund in accordance with each Fund's Valuation Procedures. Messrs. Gruber,
Herring and Saunders (Chairperson) are currently members of the Valuation
Committee, with Messrs. Burt, Dill, Hardiman, Jones and Searcy and Ms. Rimel as
alternates. The Valuation Committee met on behalf of each Fund six times during
the fiscal year ended December 31, 2004.

EXPENSES/OPERATIONS COMMITTEE

Each Board has an Expenses/Operations Committee (formerly, the Operations
Committee), comprised of only Independent Directors. The Operations Committee,
which met on behalf of each Fund four times during the fiscal year ended
December 31, 2004, oversaw 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. In December 2004, the
Board of each Fund formed the Expenses/Operations Committee, which includes the
functions of the Operations Committee together with the additional functions of
monitoring the Funds' total operating expense levels, overseeing the provision
of administrative services to the Funds and overseeing the Funds' policies with
respect to brokerage allocation, and the advisers' and sub-advisers'
implementation of such policies. Currently, the members of the
Expenses/Operations Committee are Messrs. Dill, Hardiman (Acting Chairperson),
Saunders and Searcy. The Expenses/Operations Committee met on behalf of each
Fund one time during the fiscal year ended December 31, 2004.

EQUITY OVERSIGHT COMMITTEE

Each Board has an Equity Oversight Committee, comprised of only Independent
Directors, which oversees the investment activities of the Funds. Currently, the
members of the Equity Oversight Committee are Messrs. Burt, Gruber
(Chairperson), Hardiman, Herring and Saunders. The Equity Committee met on
behalf of each Fund five times during the fiscal year ended December 31, 2004.

FIXED INCOME OVERSIGHT COMMITTEE

Each Board has a Fixed Income Oversight Committee, comprised of only
Independent Directors, which oversees the investment activities of the fixed
income funds. Currently, the members of the Fixed Income Oversight Committee are
Ms. Rimel and Messrs. Dill, Jones and Searcy (Chairperson). The Fixed Income
Committee met on behalf of each Fund five times during the fiscal year ended
December 31, 2004.

LEGAL/REGULATORY/COMPLIANCE COMMITTEE

Each Board has a Legal/Regulatory/Compliance Committee, comprised of only
Independent Directors, which oversees the significant legal affairs of the Funds
and general compliance matters relating to the Funds. Currently, the members of
the Legal/Regulatory/Compliance Committee are Ms. Rimel (Chairperson) and
Messrs. Burt, Dill and Hardiman. The Legal/Regulatory/Compliance Committee met
on behalf of each Fund one time during the fiscal year ended December 31, 2004.

MARKETING/DISTRIBUTION/SHAREHOLDER SERVICE COMMITTEE

Each Board has a Marketing/Distribution/Shareholder Service Committee which
oversees the quality and cost of shareholder services provided to the Funds and
their shareholders, the Funds' distribution arrangements, Fund merger and
liquidation transactions, and the organization of new Funds and share classes.
Currently, the members of the Marketing/Distribution/Shareholder Service
Committee are Ms. Rimel and Messrs. Burt, Gruber, Herring (Chairperson), Jones
and Shiebler. The Marketing/ Distribution /Shareholder Service Committee met on
behalf of each Fund one time during the fiscal year ended December 31, 2004.

OFFICERS OF THE FUND

The following persons are officers of the Funds:

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

Julian F. Sluyters........ President and Chief Managing Director, Deutsche Asset Management (since
7/14/60 Executive Officer for the May 2004); President and Chief Executive Officer of
Funds since 2004 The Germany Fund, Inc., The New Germany Fund, Inc.,
The Central Europe and Russia Fund, Inc., The Brazil
Fund, Inc., The Korea Fund, Inc., Scudder Global
High Income Fund, Inc. and Scudder New Asia Fund,
Inc. (since May 2004); President and Chief Executive
Officer, UBS Fund Services (2001-2003); Chief
Administrative Officer (1998-2001) and Senior Vice
President and Director of Mutual Fund Operations
(1991-1998) UBS Global Asset Management.
Kenneth Murphy............ Vice President and Anti- Vice President, Deutsche Asset Management (2000-
10/13/63 Money Laundering present). Formerly, Director, John Hancock Signature
Compliance Officer for Services (1992-2001).
RREEF I, since 2002; for
RREEF II, since 2003
Paul H. Schubert.......... Chief Financial Officer Managing Director, Deutsche Asset Management (since
1/11/63 for the Funds since 2004 July 2004). Formerly, Executive Director, Head of
Mutual Fund Services and Treasurer for UBS Family of
Funds at UBS Global Asset Management (1994-2004).
Charles A. Rizzo.......... Treasurer for RREEF I, Managing Director, Deutsche Asset Management (since
8/5/57 since 2002; for RREEF II, April 2004). Formerly, Director, Deutsche Asset
since 2003 Management (April 2000 -- March 2004); Vice
President and Department Head, BT Alex. Brown
Incorporated (now Deutsche Bank Securities Inc.)
(1998-1999); Senior Manager, Coopers & Lybrand
L.L.P. (now PricewaterhouseCoopers LLP) (1993-1998).
John Millette............. Secretary for the Funds Director, Deutsche Asset Management (2002-present).
8/23/62 since 2003 Formerly, Vice President, Deutsche Asset Management
(2000-2002); Assistant Vice President, Zurich
Scudder Investments (1999-2000).
Lisa Hertz................ Assistant Secretary for Vice President, Deutsche Asset Management.
8/21/70 the Funds since 2004
Daniel O. Hirsch.......... Assistant Secretary for Consultant. Formerly, Managing Director, Deutsche
3/27/54 the Funds since 2003 Asset Management (2002-2005) 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).
Caroline Pearson.......... Assistant Secretary for Managing Director, Deutsche Asset Management.
4/01/62 RREEF I, since 2002; for
RREEF II, since 2003
Bruce A. Rosenblum........ Assistant Secretary for Director, Deutsche Asset Management (2002-present).
9/14/60 RREEF I, since 2002; for Formerly, Vice President, Deutsche Asset Management
RREEF II, since 2003; and (2000-2002); Partner, Freedman, Levy, Kroll &
Vice President for the Simonds, law firm, (1997-1999).
Funds since 2003
Scott M. McHugh........... Assistant Treasurer for Director, Deutsche Asset Management.
9/13/71 the Funds since 2005
Salvatore Schiavone....... Assistant Treasurer for Director, Deutsche Asset Management.
11/03/65 the Funds since 2003
Kathleen Sullivan Assistant Treasurer for Director, Deutsche Asset Management. Formerly,
D'Eramo................. the Funds since 2003 Senior Vice President of Zurich Scudder Investments
1/25/57 (2000-2002); Vice President of Zurich Scudder
Investments and predecessor companies (1995-2000).
</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 chairman of the Board receives an
additional retainer of $12,000 annually. The chair of the Audit Committee
receives an additional aggregate fee of $5,000 annually. All Directors are
reimbursed for the expenses of attendance at such meetings. In the column in the
following table headed "Total Compensation From Fund Complex Paid to Directors,"
the compensation paid to each Director represents the aggregate amount paid to
the Director by each Fund and such other funds that each Director serves or
served. The Directors do not receive any pension or retirement benefits from the
fund complex.

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

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

Column (2) For RREEF I, aggregate compensation received by a Director from
the Fund for the fiscal year ended December 31, 2004.

Column (3) For RREEF II, aggregate compensation received by a Director from
the Fund for the fiscal year ending December 31, 2004.

Column (4) For RREEF I and II, total compensation from the Fund Complex for
the fiscal year ended December 31, 2004.

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

Richard Burt.................... $1,759 $2,765 $198,370
S. Leland Dill.................. $1,743 $2,738 $155,500
Martin J. Gruber................ $1,507 $2,311 $136,000
Joseph R. Hardiman.............. $1,535(1) $2,362(2) $139,000(4)
Richard J. Herring.............. $1,525(1) $2,345(2) $138,000(4)
Graham E. Jones................. $1,516 $2,328 $137,000
Rebecca W. Rimel................ $1,768(1) $2,781(2) $164,120(4)
Philip Saunders, Jr. ........... $1,525(1) $2,345(2) $138,000(4)
William N. Searcy............... $1,686 $2,636 $149,500
William N. Shiebler............. $ 0 $ 0 $ 0
</Table>

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

(1) Of the amounts payable to Ms. Rimel and Messrs. Hardiman, Herring and
Saunders, $1,372, $739, $735 and $1,381, respectively, were deferred
pursuant to a deferred compensation plan.

(2) Of the amounts payable to Ms. Rimel and Messrs. Hardiman, Herring and
Saunders, $2,499, $1,130, $1,122 and $2,120, respectively, were deferred
pursuant to a deferred compensation plan.

(3) The total number of funds in the Fund Complex as of December 31, 2004 is
193.

(4) Of the amounts payable to Ms. Rimel and Messrs. Hardiman, Herring and
Saunders, $144,897, $57,154, $56,554 and $126,888, respectively, were
deferred pursuant to a deferred compensation plan.

(5) Aggregate compensation reflects amounts paid to the Directors for special
meetings of ad hoc committees of the New York Board in connection with the
possible consolidation of the various Scudder Fund Boards

and with respect to legal and regulatory matters. Such amounts totaled $31,120
for Mr. Burt, $3,000 for Mr. Dill, $3,000 for Mr. Gruber, $3,000 for Mr.
Hardiman, $4,000 for Mr. Herring, $3,000 for Mr. Jones, $31,120 for Ms. Rimel,
$4,000 for Mr. Saunders and $2,000 for Mr. Searcy. These meeting fees were
borne by the funds in the Fund Complex.

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 or RREEF as of December 31, 2004, 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 345 Park Avenue, New York, New York 10154,
is the Funds' investment manager pursuant to an Investment Management Agreement.
Subject at all times to the general supervision of the Funds' Boards of
Directors, the Investment Manager is responsible for managing the Funds' affairs
and supervising all aspects of the Funds' operations, except for distribution
services. The Investment Manager provides a full range of investment advisory
services to retail and institutional clients. The Investment Manager is part of
the United States asset management activities of Deutsche Bank AG. Deutsche Bank
AG is a banking company with limited liability organized under the laws of the
Federal Republic of Germany. Deutsche Bank AG is the parent company of a group
consisting of banks, capital markets companies, fund management companies,
mortgage banks, a property finance company, installments financing and leasing
companies, insurance companies, research and consultancy companies and other
domestic and foreign companies.

Pursuant to an Investment Advisory Agreement with DeAM, Inc., RREEF, with
headquarters at 875 North Michigan Avenue, Suite 4100, Chicago, Illinois 60611,
is the Funds' investment advisor. Subject to the general supervision of the
Funds' Boards of Directors and the Investment Manager, RREEF is responsible for
managing the investment operations of each Fund and the composition of each
Fund's holdings of securities and other investments. RREEF was formed in 1975
and provides a full range of advisory services to primarily institutional
clients, including corporate and public pension plans, foundations and
endowments, Taft-Hartley funds, and private and public investment companies.
RREEF, with corporate offices in Chicago, San Francisco and New York, is managed
by more than 20 principals with an average of over 20 years of investment
experience and employs approximately 150 real estate professionals. RREEF
operates as a division of DB Real Estate, the global real estate investment
management arm of Deutsche Asset Management*, which is the global investment
management business of Deutsche Bank AG. DB Real Estate is one of the largest
advisers of combined real property and real estate securities globally with more
than 250 professionals and 2,000 employees worldwide.

OTHER MATTERS

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

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

* Deutsche Asset Management is the marketing name in the US for the asset
management activities of Deutsche Bank AG, Deutsche Bank Trust Company
Americas, Deutsche Asset Management Inc., Deutsche Asset Management Investment
Services Ltd., Deutsche Investment Management Americas and Scudder Trust
Company.
16

MISCELLANEOUS

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

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

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

In the event that sufficient votes in favor of any proposal set forth in
the Notice of Annual Meeting of Stockholders are not received by June 29, 2005,
the persons named as appointed proxies on the enclosed proxy card may propose
one or more adjournments of the Meeting to permit further solicitation of
proxies. Any such adjournment will require the affirmative vote of the holders
of a majority of the votes cast. The persons named as appointed proxies on the
enclosed proxy card(s) will vote in favor of such adjournment those proxies
which they are entitled to vote in favor of the proposal for which further
solicitation of proxies is to be made.

If a quorum is not present at the Meeting, the stockholders entitled to
vote at the Meeting, present in person or represented by proxy, will have the
power to adjourn the Meeting from time to time, without notice other than
announcement at the Meeting, to a date not more than 120 days after the 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

Each of the Fund's current Bylaws provide that in order for a stockholder
to nominate a candidate for election as a Director at an annual meeting of
stockholders or propose business for consideration at such meeting, written
notice containing the information required by the current Bylaws generally must
be delivered to the Secretary of the applicable Fund, John Millette, c/o
Deutsche Asset Management, Inc., Two International Place, Boston, Massachusetts,
02110, not less than 90 nor more than 120 days prior to the first anniversary of
the mailing of the notice for the preceding year's annual meeting. Accordingly,
a stockholder nomination or proposal intended to be considered at the 2006
Annual Meeting must be received by the Secretary of the applicable Fund on or
after January 12, 2006, and prior to February 11, 2006. However, under the rules
of the SEC, if a stockholder wishes to submit a proposal for possible inclusion
in the applicable Fund's 2006 proxy statement pursuant to Rule 14a-8 of the
Securities Exchange Act of 1934, the applicable Fund must receive it on or
before January 12, 2006. All nominations and proposals must be in writing and
must conform to the requirements of the Bylaws of the applicable Fund.

By order of the Boards of Directors,

[-s- John Millette]
John Millette,
Secretary

Two International Place
Boston, Massachusetts 02110
May 11, 2005

APPENDIX A

SCUDDER NEW YORK BOARD
AMENDED AND RESTATED AUDIT COMMITTEE CHARTER

ESTABLISHMENT AND PURPOSE

This document serves as the Charter for the Audit Committee (the
"Committee") of the board of each fund (the "Fund") advised by Deutsche Asset
Management or one of its affiliates listed on Schedule A hereto (each such
Charter being a separate Charter). The primary purposes of the Committee are to
review (1) the Fund's financial reporting process, (2) the Fund's system of
internal control, (3) the Fund's audit process, and (4) the Fund's process for
monitoring adherence 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.

MEMBERSHIP AND MEETING REQUIREMENTS

The Committee shall have a minimum of five members and shall otherwise be
composed of that number of members as the Board shall determine from time to
time. The members of the Committee shall not be interested persons of the Fund,
as such term is defined in Section 2(a)(19) of the Investment Company Act of
1940. Each Committee member must also meet the independence requirements set
forth in Section 121A of the American Stock Exchange Company Guide (the "AMEX
Guide"), as applicable to closed-end funds. No Committee member shall 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.
Additionally, each member of the Committee shall be able to read and understand
fundamental financial statements. At least one member of the Committee shall be
financially sophisticated, as such term is defined in Section 121B(2)(a)(ii) of
the AMEX Guide. The Committee shall elect a Chairperson, who shall preside over
Committee meetings.

The Committee shall meet on a regular basis as often as necessary to
fulfill its responsibilities, as described in this Charter, including at least
annually in connection with issuance of the Fund's audited financial statements.
One-third of the Committee members shall constitute a quorum for purposes of
convening any meeting. The Committee shall meet with the Fund's independent
accountants at least once annually outside the presence of the Fund's management
representatives.

SPECIFIC RESPONSIBILITIES AND POWERS

The Committee shall:

1. Be responsible for approving, and recommending to the Board for
ratification, the appointment, retention or termination of the independent
accountants, or of any other public accounting firm engaged for the purpose
of providing audit, review or attest services for the Fund, 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).

2. Be required to approve in advance any proposal for audit or non-audit
services,(1) as required by applicable law, rule or regulation. The Committee is
authorized to delegate pre-approval responsibilities

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

(1) 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.
19

to one or more 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.

3. 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 advisors 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.

4. 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 their 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.

5. 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.

6. 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 effect on amounts distributed and reported to shareholders for
Federal tax purposes.

7. 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.

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

9. 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 and the Fund's
investment manager or investment advisor (including sub-advisors, if any),
administrator(s), principal underwriter or any other provider of
accounting-related services regarding questionable accounting or auditing
matters related to the Fund.

10. Perform such other duties and take such other actions as the Board
shall authorize or direct from time to time.

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

Management of the Fund shall provide or arrange to provide such
information, data and services as the 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 into or investigate matters falling
within the scope of this Charter.

LIMITS ON THE ROLE OF THE COMMITTEE

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. 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 adherence with investment restrictions and
other rules and regulations or the Fund's internal policies, procedures and
controls.

AMENDMENTS

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

Adopted: August 21, 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 Growth Fund -- Class A, B, C, S and R and Investment Class and
Institutional Class
Lifecycle Mid Range Fund -- Investment Class
Lifecycle Short Range Fund -- Investment Class
Small Cap Growth Fund -- Class A, B, C, S, R and AARP 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) -- Institutional Class, Investment 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
Equity 500 Index Fund -- Institutional Class, Investment Class
Daily Assets Fund -- Institutional Class
Commodity Securities Fund -- Class A, B, C, S and Institutional
SCUDDER INVESTMENT PORTFOLIOS, and its series:
U.S. Bond Index Portfolio
EAFE(R) Equity Index Portfolio
PreservationPlus Portfolio
SCUDDER CASH MANAGEMENT PORTFOLIO
SCUDDER TREASURY MONEY PORTFOLIO
SCUDDER INTERNATIONAL EQUITY PORTFOLIO
SCUDDER EQUITY 500 INDEX PORTFOLIO

SCHEDULE A

SCUDDER MG INVESTMENTS TRUST, and its series:
International Select Equity Fund
Fixed Income 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
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:
Japanese Equity Fund

APPENDIX B

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

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

ANNUAL MEETING OF STOCKHOLDERS - JUNE 29, 2005

The undersigned hereby appoints Abigail Bertumen, 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 preferred stock 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, Inc., 27th Floor,
345 Park Avenue, New York, New York 10154, on Wednesday, June 29, 2005 at 1:15
p.m., Eastern time, and at any adjournments thereof.

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

P R O X Y

TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE

[X] PLEASE MARK 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
AUTHORITY
to vote for the
FOR the nominee nominee
The election of one Director: listed at left listed at left

NOMINEE: CLASS II: Graham E. Jones [ ] [ ]

The Proxies are authorized to vote in their discretion on any other business
which may properly come before the Annual Meeting and any adjournments thereof.
Receipt of the Notice of Annual Meeting and the Proxy Statement, dated May 11,
2005, 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 _______________________________________, 2005

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

TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE

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

ANNUAL MEETING OF STOCKHOLDERS - JUNE 29, 2005

The undersigned hereby appoints Abigail Bertumen, 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, Inc., 27th Floor, 345 Park Avenue, New
York, New York 10154, on Wednesday, June 29, 2005 at 1:15 p.m., Eastern time,
and at any adjournments thereof.

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

P R O X Y

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 28, 2005, 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 the Internet, do not return your proxy card by mail.

VOTE BY TELEPHONE Available only until 5:00 p.m. Eastern Time June 28, 2005.

o Call toll free 1-800-850-5356 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 28, 2005.

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

[X] PLEASE MARK 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 (EXCEPT to vote for all
AS MARKED TO THE nominees
The election of two Directors: CONTRARY BELOW) listed at left

NOMINEES: CLASS II: Joseph R. Hardiman and Richard J. Herring [ ] [ ]

(Instruction: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below).

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

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

Date _______________________________________, 2005

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