UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM N-CSRS
Investment Company Act file number
|
811-21340
|
DWS RREEF Real Estate Fund II, Inc.
(Exact Name of Registrant as Specified in Charter)
345 Park Avenue
New York, NY 10154-0004
(Address of Principal Executive Offices) (Zip Code)
Registrants Telephone Number, including Area Code:
(212) 454-7190
Paul Schubert
345 Park Avenue
New York, NY 10154-0004
(Name and Address of Agent for Service)
Date of fiscal year end:
|
12/31
|
Date of reporting period:
|
06/30/09
|
ITEM 1.
REPORT TO STOCKHOLDERS
JUNE 30, 2009
Semiannual Report
to Stockholders
|
|
DWS RREEF
Real Estate Fund II, Inc.
Ticker Symbol: SRO
|
|
Contents
5
Performance Summary
7
Portfolio Summary
9
Consolidated Investment Portfolio
13
Consolidated Financial Statements
16
Consolidated Financial Highlights
18
Notes to Consolidated Financial Statements
28
Other Information
29
Stockholder Meeting Results
30
Dividend Reinvestment and Cash Purchase
Plan
33
Additional Information
34
Privacy Statement
35
Information Regarding Stockholder Rights Plan
|
Investments in funds involve risk. The fund involves additional risk due to its
narrow focus. There are special risks associated with an investment in real estate,
including credit risk, interest rate fluctuations and the impact of varied economic
conditions. Closed-end funds, unlike open-end funds, are not continuously
offered. There is a one-time public offering and once issued, shares of closed-end
funds are traded in the open market through a stock exchange. Shares of
closed-end funds frequently trade at a discount to net asset value. The price of
the fund's shares is determined by a number of factors, several of which are
beyond the control of the fund. Therefore, the fund cannot predict whether its
shares will trade at, below or above net asset value.
This report is sent to the stockholders of
DWS
RREEF Real Estate Fund II, Inc. for their
information. It is not a prospectus, circular, or representation intended for use in the
purchase or sale of shares of the fund or of any securities mentioned in the report.
DWS Investments is part of Deutsche Bank's Asset Management division and, within the
US, represents the retail asset management activities of Deutsche Bank AG, Deutsche Bank
Trust Company Americas, Deutsche Investment Management Americas Inc. and DWS Trust
Company.
NOT FDIC/NCUA INSURED NO BANK GUARANTEE MAY LOSE VALUE
NOT A DEPOSIT NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY
Performance Summary
June 30, 2009
All performance shown is historical, assumes reinvestment of all dividend and
capital gain distributions, and does not guarantee future results. Investment
return and principal value fluctuate with changing market conditions so that,
when sold, shares may be worth more or less than their original cost. Current
performance may be lower or higher than the performance data quoted. Please
visit www.dws-investments.com for the Fund's most recent month-end
performance.
Returns and rankings based on net asset value during all periods shown reflect a fee
and/or expense reimbursement. Without this waiver/reimbursement, returns and
rankings would have been lower.
Average Annual Return
as of 6/30/09
|
|
3-Month
|
6-Month
|
1-Year
|
3-Year
|
5-Year
|
Life of
Fund
*
|
Based on Net Asset
Value
(a)
|
37.04%
|
-17.78%
|
-92.94%
|
-61.19%
|
-37.93%
|
-31.85%
|
Based on Market Value
(a)
|
25.58%
|
-18.18%
|
-94.35%
|
-62.83%
|
-40.16%
|
-35.94%
|
NAREIT Equity REIT
Index
(b)
|
28.85%
|
-12.21%
|
-43.29%
|
-18.00%
|
-2.73%
|
.75%
|
Lipper Closed-End Real
Estate Funds Category
(c)
|
42.95%
|
-1.03%
|
-52.34%
|
-28.23%
|
-12.53%
|
-10.37%
|
Sources: Lipper Inc. and Deutsche Investment Management Americas Inc.
Total returns shown for periods less than one year are not annualized.
*
The Fund commenced operations on August 29, 2003. Index comparison began on
August 31, 2003.
a
Total return based on net asset value reflects changes in the Fund's net asset value
during each period. Total return based on market value reflects changes in market value.
Each figure assumes that dividend and capital gain distributions, if any, were reinvested.
These figures will differ depending upon the level of any discount from or premium to
NAV at which the Fund's shares traded during the period.
b
The NAREIT Equity REIT Index is an unmanaged, unleveraged weighted index of REITs
which own, or have "equity interest" in, real estate (rather than making loans secured
by real estate collateral). Index returns assume reinvestment of dividends and, unlike
Fund returns, do not reflect any fees or expenses. It is not possible to invest directly into
an index.
c
Lipper's Closed-End Real Estate Funds category represents Funds that invest primarily
in equity securities of domestic and foreign companies engaged in the real estate
industry. Lipper figures represent the average of the total returns based on net asset
value reported by all of the closed-end funds designated by Lipper Inc. as falling into the
Closed-End Real Estate Funds Category. Category returns assume reinvestment of all
distributions. It is not possible to invest directly into a Lipper category.
Net Asset Value and Market Price
|
|
As of
6/30/09
|
As of
12/31/08
|
Net Asset Value
|
$ .74
|
$ .90
|
Market Price
|
$ .54
|
$ .66
|
Prices and Net Asset Value fluctuate and are not guaranteed.
Lipper Rankings Closed-End Real Estate Funds Category
as of 6/30/09
|
Period
|
Rank
|
|
Number of
Funds Tracked
|
Percentile
Ranking (%)
|
1-Year
|
24
|
of
|
24
|
96
|
3-Year
|
20
|
of
|
20
|
96
|
5-Year
|
16
|
of
|
16
|
95
|
Source: Lipper Inc. Rankings are historical and do not guarantee future results.
Rankings are based on net asset value total return with distributions reinvested.
Portfolio Summary
Asset Allocation
(As a % of Consolidated Investment
Portfolio)
|
6/30/09
|
12/31/08
|
|
|
|
Common Stocks
|
75%
|
38%
|
Preferred Stocks
|
24%
|
52%
|
Cash Equivalents
|
1%
|
10%
|
|
100%
|
100%
|
Sector Diversification
(As a % of Common and Preferred Stocks)
|
6/30/09
|
12/31/08
|
|
|
|
Shopping Centers
|
21%
|
12%
|
Apartments
|
18%
|
8%
|
Health Care
|
14%
|
20%
|
Hotels
|
12%
|
24%
|
Diversified
|
12%
|
10%
|
Industrials
|
9%
|
3%
|
Office
|
6%
|
19%
|
Storage
|
4%
|
2%
|
Regional Malls
|
4%
|
2%
|
|
100%
|
100%
|
Asset allocation and sector diversification are subject to change.
Ten Largest Equity Holdings at June 30, 2009
(69.1% of Net Assets applicable to common shareholders)
|
1. Cedar Shopping Centers, Inc.
Manager of shopping centers
|
8.8%
|
2. Associated Estates Realty Corp.
Operates as a self-administrated and self-managed real estate
investment trust
|
7.6%
|
3. Saul Centers, Inc.
Operates and manages a portfolio of shopping centers and office properties
|
7.4%
|
4. ProLogis
Owner, manager and developer of global corporate distribution facilities
|
6.9%
|
5. Host Hotels & Resorts, Inc.
Owns and holds controlling interest in full-service hotels
|
6.7%
|
6. Duke Realty Corp.
Owner and developer of industrial and retail properties
|
6.5%
|
7. Canyon Ranch Holdings LLC
Operator of hotels
|
6.4%
|
8. Regency Centers Corp.
Owner, developer and operator of community shopping centers
|
6.3%
|
9. Equity Residential
Operator of multifamily properties
|
6.3%
|
10. Public Storage
Owner and operator of personal and business mini-warehouses
|
6.2%
|
Consolidated portfolio holdings are subject to change.
For more complete details about the Fund's consolidated investment portfolio, see page
9
.
A quarterly Fact Sheet is available upon request. A complete list of the Fund's consolidated
portfolio holdings is posted as of the month end on www.dws-investments.com on or about
the 15th day of the following month. More frequent posting of consolidated portfolio
holdings information may be made from time to time on www.dws-investments.com.
Please see the Additional Information section for contact information.
Following the Fund's fiscal first and third quarter-end, a complete
consolidated portfolio holdings listing is filed with the SEC on Form N-Q.
The form will be available on the SEC's Web site at www.sec.gov, and it
also may be reviewed and copied at the SEC's Public Reference Room in
Washington, D.C. Information on the operation of the SEC's Public
Reference Room may be obtained by calling (800) SEC-0330.
Consolidated Investment Portfolio
as of June 30, 2009 (Unaudited)
(Ratios are shown as a percentage of Net Assets)
|
Shares
|
Value ($)
|
|
|
Common Stocks 115.2%
|
Real Estate Investment Trusts ("REITs") 115.2%
|
Apartments 20.2%
|
AvalonBay Communities, Inc.
|
29,100
|
1,627,854
|
BRE Properties, Inc.
|
62,650
|
1,488,564
|
Equity Residential
|
79,800
|
1,773,954
|
Essex Property Trust, Inc.
|
12,900
|
802,767
|
|
5,693,139
|
Diversified 12.7%
|
Digital Realty Trust, Inc.
|
11,782
|
422,385
|
Duke Realty Corp.
|
210,550
|
1,846,524
|
Washington Real Estate Investment Trust
|
58,850
|
1,316,474
|
|
|
3,585,383
|
Health Care 21.6%
|
Cogdell Spencer, Inc.
|
144,528
|
620,025
|
HCP, Inc.
|
76,350
|
1,617,856
|
Health Care REIT, Inc.
|
27,600
|
941,160
|
LTC Properties, Inc.
|
48,350
|
988,758
|
Medical Properties Trust, Inc.
|
144,550
|
877,419
|
Senior Housing Properties Trust
|
63,100
|
1,029,792
|
|
6,075,010
|
Hotels 10.6%
|
Canyon Ranch Holdings LLC (Units) (a)
|
864,000
|
1,814,400
|
Hospitality Properties Trust
|
99,800
|
1,186,622
|
|
3,001,022
|
Industrial 13.5%
|
AMB Property Corp.
|
55,700
|
1,047,717
|
DCT Industrial Trust, Inc.
|
96,300
|
392,904
|
Liberty Property Trust
|
17,400
|
400,896
|
ProLogis
|
242,250
|
1,952,535
|
|
3,794,052
|
Office 8.5%
|
BioMed Realty Trust, Inc.
|
55,450
|
567,253
|
Government Properties Income Trust*
|
21,950
|
450,634
|
HRPT Properties Trust
|
23,396
|
94,988
|
Kilroy Realty Corp.
|
61,600
|
1,265,264
|
|
2,378,139
|
Regional Malls 5.8%
|
Simon Property Group, Inc.
|
31,900
|
1,640,617
|
Shopping Centers 16.1%
|
Inland Real Estate Corp.
|
206,500
|
1,445,500
|
Regency Centers Corp.
|
51,350
|
1,792,628
|
Weingarten Realty Investors
|
90,600
|
1,314,606
|
|
4,552,734
|
Storage 6.2%
|
Public Storage
|
26,600
|
1,741,768
|
Total Common Stocks
(Cost $54,988,412)
|
32,461,864
|
|
Preferred Stocks 36.5%
|
Real Estate Investment Trusts 36.5%
|
Apartments 7.6%
|
Associated Estates Realty Corp., Series II, 8.7%
|
118,300
|
2,141,230
|
Diversified 4.8%
|
NorthStar Realty Finance Corp., Series B, 8.25%
|
125,100
|
1,338,570
|
Health Care 0.2%
|
LTC Properties, Inc., Series F, 8.0%
|
3,000
|
68,100
|
Hotels 7.7%
|
Eagle Hospitality Properties Trust, Inc., Series A, 8.25%
|
348,200
|
34,820
|
FelCor Lodging Trust, Inc., Series C, 8.0%
|
43,100
|
249,118
|
Host Hotels & Resorts, Inc., Series E, 8.875%
|
91,800
|
1,893,375
|
|
2,177,313
|
Shopping Centers 16.2%
|
Cedar Shopping Centers, Inc., Series A, 8.875%
|
155,000
|
2,478,450
|
Saul Centers, Inc., Series B, 9.0%
|
94,200
|
2,078,994
|
|
4,557,444
|
Total Preferred Stocks
(Cost $23,482,082)
|
10,282,657
|
|
Cash Equivalents 0.9%
|
Cash Management QP Trust, 0.27% (b) (Cost $251,912)
|
251,912
|
251,912
|
|
% of Net
Assets
|
Value ($)
|
|
|
Total Consolidated Investment Portfolio
(Cost $78,722,406)
+
|
152.6
|
42,996,433
|
Other Assets and Liabilities, Net
|
(2.9)
|
(815,740)
|
Preferred Stock, at Liquidation Value
|
(49.7)
|
(14,000,000)
|
Net Assets Applicable to Common Shareholders
|
100.0
|
28,180,693
|
* Non-income producing security.
+
The cost for federal income tax purposes was $82,196,109. At June 30, 2009, net
unrealized depreciation for all securities based on tax cost was $39,199,676. This
consisted of aggregate gross unrealized appreciation for all securities in which there was
an excess of value over tax cost of $402,612 and aggregate gross unrealized
depreciation for all securities in which there was an excess of tax cost over value of
$39,602,288.
(a)
The Fund may purchase securities that are subject to legal or contractual restrictions on
resale ("restricted securities"). Restricted securities are securities which have not been
registered with the Securities and Exchange Commission under the Securities Act of
1933. The Fund may be unable to sell a restricted security and it may be more difficult to
determine a market value for a restricted security. Moreover, if adverse market
conditions were to develop during the period between the Fund's decision to sell a
restricted security and the point at which the Fund is permitted or able to sell such
security, the Fund might obtain a price less favorable than the price that prevailed when
it decided to sell. This investment practice, therefore, could have the effect of increasing
the level of illiquidity of the Fund. The future value of these securities is uncertain and
there may be changes in the estimated value of these securities.
Restricted Securities
|
Acquisition
Date
|
Acquisition
Cost ($)
|
Value ($)
|
Value as % of
Net Assets
|
Canyon Ranch Holdings LLC
|
January 2005
|
21,600,000
|
1,814,400
|
6.4
|
(b)
Affiliated fund managed by Deutsche Investment Management Americas Inc. The rate
shown is the annualized seven-day yield at period end.
At June 30, 2009, open interest rate swaps were as follows:
Effective/
Expiration
Dates
|
Notional
Amount ($)
|
Cash Flows Paid
by the Fund
|
Cash Flows
Received by the
Fund
|
Unrealized
Depreciation ($)
|
1/29/2008
1/29/2018
|
14,000,000
1
|
Fixed 4.275%
|
USD Floating
LIBOR BBA
|
(731,138)
|
Counterparty:
1
UBS Securities LLC
BBA: British Bankers' Association
LIBOR: Represents the London InterBank Offered Rate
|
For information on the Fund's policy and additional disclosures regarding interest rate swaps,
please refer to the Derivatives section of Note A in the accompanying Notes to Consolidated
Financial Statements.
Fair Value Measurements
Financial Accounting Standards Board Statement of Financial Accounting Standards No. 157,
"Fair Value Measurements," as amended, establishes a three-tier hierarchy for measuring
fair value and requires additional disclosure about the classification of fair value
measurements.
Various inputs are used in determining the value of the Fund's investments. These inputs are
summarized in three broad levels. Level 1 includes quoted prices in active markets for
identical securities. Level 2 includes other significant observable inputs (including quoted
prices for similar securities, interest rates, prepayment speeds and credit risk). Level 3
includes significant unobservable inputs (including the Fund's own assumptions in
determining the fair value of investments). The inputs or methodology used for valuing
securities are not necessarily an indication of the risk associated with investing in those
securities.
The following is a summary of the inputs used as of June 30, 2009 in valuing the Fund's
investments. For information on the Fund's policy regarding the valuation of investments,
please refer to the Security Valuation section of Note A in the accompanying Notes to the
Consolidated Financial Statements.
Assets
|
Level 1
|
Level 2
|
Level 3
|
Total
|
Common Stock and/or Other Equity Investments
|
Apartments
|
$ 7,834,369
|
$
|
$
|
$ 7,834,369
|
Diversified
|
4,923,953
|
|
|
4,923,953
|
Health Care
|
6,143,110
|
|
|
6,143,110
|
Hotels
|
3,329,115
|
|
1,849,220
|
5,178,335
|
Industrial
|
3,794,052
|
|
|
3,794,052
|
Office
|
2,378,139
|
|
|
2,378,139
|
Regional Malls
|
1,640,617
|
|
|
1,640,617
|
Shopping Centers
|
9,110,178
|
|
|
9,110,178
|
Storage
|
1,741,768
|
|
|
1,741,768
|
Short-Term Investments
|
|
251,912
|
|
251,912
|
Total
|
$ 40,895,301
|
$ 251,912
|
$ 1,849,220
|
$ 42,996,433
|
Liabilities
|
|
|
|
|
Derivatives
(c)
|
|
(731,138)
|
|
(731,138)
|
Total
|
$
|
$ (731,138)
|
$
|
$ (731,138)
|
(c)
Derivatives include unrealized depreciation on open interest rate swaps.
The following is a reconciliation of the Fund's Level 3 investments for which significant
unobservable inputs were used in determining value:
|
Common Stock and/or
Other Equity Investments
|
Balance as of December 31, 2008
|
$ 1,887,200
|
Realized gains (loss)
|
(6,391,406)
|
Change in unrealized appreciation (depreciation)
|
6,461,970
|
Amortization premium / discount
|
|
Net purchases (sales)
|
(108,544)
|
Net transfers in (out) of Level 3
|
|
Balance as of June 30, 2009
|
$ 1,849,220
|
Net change in unrealized appreciation (depreciation)
from investments still held at June 30, 2009
|
$
|
The accompanying notes are an integral part of the consolidated financial statements.
Consolidated
Financial Statements
Consolidated Statement of Assets and Liabilities
as of June 30, 2009 (Unaudited)
|
Assets
|
Investments:
Investments in securities, at value (cost $78,470,494)
|
$ 42,744,521
|
Investment in Cash Management QP Trust (cost $251,912)
|
251,912
|
Total investments, at value (cost $78,722,406)
|
42,996,433
|
Cash
|
10,000
|
Dividends receivable
|
280,538
|
Interest receivable
|
98
|
Other assets
|
17,447
|
Total assets
|
43,304,516
|
Liabilities
|
Distributions payable
|
4,376
|
Unrealized depreciation on interest rate swaps
|
731,138
|
Accrued investment management fee
|
13,551
|
Other accrued expenses and payables
|
374,758
|
Total liabilities
|
1,123,823
|
Preferred Shares ($25,000 net asset and liquidation value per share
applicable to an aggregate of 560 shares issued and outstanding)
|
14,000,000
|
Net assets applicable to common shareholders, at value
|
$ 28,180,693
|
Net Assets Applicable to Common Shareholders Consist of
|
Undistributed net investment income
|
1,952,223
|
Net unrealized appreciation (depreciation) on:
Investments
|
(35,725,973)
|
Interest rate swaps
|
(731,138)
|
Accumulated net realized gain (loss)
|
(443,052,759)
|
Cost of 1,484,532 shares held in treasury
|
(25,844,311)
|
Paid-in capital
|
531,582,651
|
Net assets applicable to common shareholders, at value
|
$ 28,180,693
|
Net Asset Value
|
Net Asset Value
per common share ($28,180,693 ÷ 37,904,857 shares
of common stock outstanding, $.01 par value, 240,000,000 common
shares authorized)
|
$ .74
|
The accompanying notes are an integral part of the consolidated financial statements.
Consolidated Statement of Operations
for the six months ended June 30, 2009 (Unaudited)
|
Investment Income
|
Income:
Dividends
|
$ 2,900,538
|
Interest
|
3,783
|
Interest Cash Management QP Trust
|
22,811
|
Total Income
|
2,927,132
|
Expenses:
Management fee
|
206,400
|
Administration fee
|
14,876
|
Services to shareholders
|
11,225
|
Custodian and accounting fees
|
27,783
|
Legal fees
|
215,216
|
Audit and tax fees
|
57,828
|
Directors' fees and expenses
|
3,169
|
Reports to shareholders and shareholder meeting
|
359,258
|
Stock exchange listing fee
|
7,715
|
Interest expense
|
279,933
|
Auction service fee
|
41,675
|
Other
|
19,072
|
Total expenses before expense reductions
|
1,244,150
|
Expense reductions
|
(48,565)
|
Total expenses after expense reductions
|
1,195,585
|
Net investment income
|
1,731,547
|
Realized and Unrealized Gain (Loss)
|
Net realized gain (loss) from:
Investments
|
(58,215,703)
|
Interest rate swaps
|
(10,905,725)
|
|
(69,121,428)
|
Changes in net unrealized appreciation (depreciation) on:
Investments
|
49,584,881
|
Interest rate swaps
|
12,197,924
|
|
61,782,805
|
Net gain (loss)
|
(7,338,623)
|
Net increase (decrease) in net assets resulting from operations
|
(5,607,076)
|
Distributions to Preferred Shareholders
|
(297,480)
|
Net increase (decrease) in net assets, applicable to common
shareholders
|
$ (5,904,556)
|
The accompanying notes are an integral part of the consolidated financial statements.
Consolidated Statement of Changes in Net Assets
|
Increase (Decrease) in Net Assets
|
Six Months
Ended
June 30, 2009
(Unaudited)
|
Year Ended
December 31,
2008
|
Operations:
Net investment income
|
$ 1,731,547
|
$ 34,867,215
|
Net realized gain (loss)
|
(69,121,428)
|
(377,115,902)
|
Change in net unrealized appreciation (depreciation)
|
61,782,805
|
(50,813,955)
|
Net increase (decrease) in net assets resulting from
operations
|
(5,607,076)
|
(393,062,642)
|
Distributions to Preferred Shareholders
|
(297,480)
|
(14,646,994)
|
Net increase (decrease) in net assets, applicable to
common shareholders
|
(5,904,556)
|
(407,709,636)
|
Distributions to common shareholders from:
Net investment income
|
|
(27,189,410)
|
Net realized gains
|
|
(42,784,235)
|
Return of capital
|
|
(25,091,735)
|
Total distributions to common shareholders
|
|
(95,065,380)
|
Increase (decrease) in net assets
|
(5,904,556)
|
(502,775,016)
|
Net assets at beginning of period applicable to
common shareholders
|
34,085,249
|
536,860,265
|
Net assets at end of period applicable to common
shareholders (including undistributed net investment
income of $1,952,223 and $518,156, respectively)
|
$ 28,180,693
|
$ 34,085,249
|
Other Information
|
Common shares outstanding at beginning of period
|
37,904,857
|
37,904,857
|
Common shares outstanding at end of period
|
37,904,857
|
37,904,857
|
The accompanying notes are an integral part of the consolidated financial statements.
Consolidated Financial Highlights
Years Ended December 31,
|
2009
a
|
2008
|
2007
|
2006
|
2005
|
2004
|
Selected Per Share Data Applicable to Common Shareholders
|
Net asset value, beginning of period
|
$ .90
|
$ 14.16
|
$ 22.42
|
$ 18.39
|
$ 19.31
|
$ 15.45
|
Income (loss) from investment
operations:
Net investment income
b
|
.05
|
.92
|
.90
|
.92
|
.81
|
.77
|
Net realized and unrealized gain (loss)
|
(.20)
|
(11.28)
|
(7.00)
|
6.02
|
.71
|
4.59
|
Total from investment operations
|
(.15)
|
(10.36)
|
(6.10)
|
6.94
|
1.52
|
5.36
|
Distributions to Preferred Shareholders
from net investment income (common
share equivalent)
|
(.01)
|
(.39)
|
(.49)
|
(.44)
|
(.29)
|
(.14)
|
Net increase (decrease) in net assets
resulting from operations applicable
to common shareholders
|
(.16)
|
(10.75)
|
(6.59)
|
6.50
|
1.23
|
5.22
|
Less distributions from:
Net investment income
|
|
(.72)
|
(1.46)
|
(1.26)
|
(.71)
|
(1.20)
|
Net realized gains
|
|
(1.13)
|
(.24)
|
(1.23)
|
(1.49)
|
(.16)
|
Return of capital
|
|
(.66)
|
|
|
|
|
Total distributions to common
shareholders
|
|
(2.51)
|
(1.70)
|
(2.49)
|
(2.20)
|
(1.36)
|
NAV accretion resulting from repurchases
of shares at value
b
|
|
|
.03
|
.02
|
.05
|
|
Net asset value, end of period
|
$ .74
|
$ .90
|
$ 14.16
|
$ 22.42
|
$ 18.39
|
$ 19.31
|
Market price, end of period
|
$ .54
|
$ .66
|
$ 12.90
|
$ 19.32
|
$ 15.35
|
$ 16.84
|
Total Return
|
Based on net asset value (%)
c,d
|
(17.78)
**
|
(91.23)
|
(29.88)
|
39.01
|
8.84
|
36.66
|
Based on market price (%)
c,d
|
(18.18)
**
|
(93.45)
|
(25.87)
|
43.51
|
4.17
|
20.35
|
Years Ended December 31,
(continued)
|
2009
a
|
2008
|
2007
|
2006
|
2005
|
2004
|
Ratios to Average Net Assets and Supplemental Data
|
Net assets, end of period ($ millions)
|
28
|
34
|
537
|
863
|
714
|
761
|
Ratio of expenses before expense
reductions (%) (based on net assets of
common shares)
e,f
|
8.23
*
|
1.90
|
1.43
|
1.41
|
1.45
|
1.54
|
Ratio of expenses after expense
reductions (%) (based on net assets of
common shares)
e,g
|
7.87
*
|
1.48
|
1.07
|
1.05
|
1.08
|
1.16
|
Ratio of net investment income (%)
(based on net assets of common shares)
h
|
6.40
i**
|
8.47
|
4.47
|
4.47
|
4.29
|
4.68
|
Ratio of net investment income (%)
(based on net assets of common and
preferred shares)
|
3.54
i**
|
4.78
|
3.07
|
3.10
|
2.91
|
3.03
|
Portfolio turnover rate (%)
|
186
**
|
37
|
30
|
19
|
21
|
43
|
Preferred Share information at
period end:
Aggregate amount outstanding
($ millions)
|
14
|
33
|
350
|
350
|
350
|
350
|
Asset coverage per share ($)
***
|
75,323
|
50,822
|
63,347
|
86,655
|
75,972
|
79,324
|
Liquidation value per share ($)
|
25,000
|
25,000
|
25,000
|
25,000
|
25,000
|
25,000
|
a
For the six months ended June 30, 2009 (Unaudited).
b
Based on average common shares outstanding during the period.
c
Total return would have been lower had certain expenses not been reduced.
d
Total return based on net asset value reflects changes in the Fund's net asset value
during the period. Total return based on market value reflects changes in market value.
Each figure includes reinvestments of distributions. These figures will differ depending
upon the level of any discount from or premium to net asset value at which the Fund's
shares trade during the period.
e
Increase in expense ratio is the result of significant reduction of assets and the addition
of certain expenses related to proxy costs.
f
The ratio of expenses before expense reductions (based on net assets of common and
preferred shares) were 4.55%
*
, 1.08%, .99%, .98%, .98%, and 1.00% for the periods
ended June 30, 2009, December 31, 2008, 2007, 2006, 2005 and 2004, respectively.
g
The ratio of expenses after expense reductions (based on net assets of common and
preferred shares) were 4.35%
*
, .84%, .74%, .73%, .73%, and .75% for the periods
ended June 30, 2009, December 31, 2008, 2007, 2006, 2005 and 2004, respectively.
h
Net investment income ratios for the six months ended June 30, 2009 and the years
ended December 31, 2008, 2007, 2006, 2005 and 2004 do not reflect distributions to
Preferred Shareholders. Ratios reflecting such payments are 5.30%
**
, 4.91%, 2.05%,
2.34%, 2.74% and 3.85%, respectively.
i
The ratio for the six months ended June 30, 2009, has not been annualized since the
Fund believes it would not be appropriate because the Fund's dividends received may
require year end adjustments and reclassifications.
*
Annualized
**
Not annualized
***
Asset coverage per share equals net assets of common shares plus the liquidation
value of the Preferred Shares divided by the total number of Preferred Shares
outstanding at the end of the period.
|
Notes to Consolidated Financial
Statements
(Unaudited)
A. Organization and Significant Accounting Policies
DWS RREEF Real Estate Fund II, Inc. (the ``Fund'') is registered under the
Investment Company Act of 1940, as amended (the ``1940 Act''), as a
closed-end, diversified management investment company organized as a
Maryland corporation. The Fund is authorized to issue 250,000,000
shares, of which 240,000,000 shares are classified as Common Shares,
$0.01 par value per share, and 10,000,000 shares are classified as
Preferred Shares, $0.01 par value per share.
The Fund's consolidated financial statements are prepared in accordance
with accounting principles generally accepted in the United States of
America which require the use of management estimates. Actual results
could differ from those estimates. The policies described below are
followed consistently by the Fund in the preparation of its consolidated
financial statements.
Principles of Consolidation.
Effective February 4, 2009, the Fund invests
indirectly in Canyon Ranch Holdings LLC through its wholly-owned
subsidiary, DWS Real Estate Fund II, Inc., a corporation organized under
the laws of the state of Delaware (the "Subsidiary"). As of June 30, 2009,
the Fund's investment in the Subsidiary was $1,795,843, representing
6.4% of the Fund's net assets. The Fund's Investment Portfolio has been
consolidated and includes the portfolio holdings of the Fund and the
Subsidiary.
The consolidated financial statements include accounts of the Fund and
the Subsidiary. All inter-company transactions and balances have been
eliminated.
Security Valuation.
Investments are stated at value determined as of the
close of regular trading on the New York Stock Exchange on each day the
exchange is open for trading. Equity securities are valued at the most
recent sale price or official closing price reported on the exchange (US or
foreign) or over-the-counter market on which they trade. Securities for
which no sales are reported are valued at the calculated mean between
the most recent bid and asked quotations on the relevant market or, if a
mean cannot be determined, at the most recent bid quotation.
Money market instruments purchased with an original or remaining
maturity of sixty days or less, maturing at par, are valued at amortized
cost. Investments in open-end investment companies and Cash
Management QP Trust are valued at their net asset value each business
day.
Securities and other assets for which market quotations are not readily
available or for which the above valuation procedures are deemed not to
reflect fair value are valued in a manner that is intended to reflect their fair
value as determined in accordance with procedures approved by the
Directors. In accordance with the Fund's valuation procedures, factors
used in determining value may include, but are not limited to, the type of
the security, the size of the holding, the initial cost of the security, the
existence of any contractual restrictions on the security's disposition, the
price and extent of public trading in similar securities of the issuer or of
comparable companies, quotations or evaluated prices from
broker-dealers and/or pricing services, information obtained from the
issuer, analysts, and/or the appropriate stock exchange (for
exchange-traded securities), an analysis of the company's financial
statements, an evaluation of the forces that influence the issuer and the
market(s) in which the security is purchased and sold and with respect to
debt securities, the maturity, coupon, creditworthiness, currency
denomination, and the movement of the market in which the security is
normally traded. The value determined under these procedures may differ
from published values for the same securities.
Repurchase Agreements.
The Fund may enter into repurchase
agreements with certain banks and broker/dealers whereby the Fund,
through its custodian or sub-custodian bank, receives delivery of the
underlying securities, the amount of which at the time of purchase and
each subsequent business day is required to be maintained at such a level
that the value is equal to at least the principal amount of the repurchase
price plus accrued interest. The custodian bank holds the collateral in a
separate account until the agreement matures. If the value of the
securities falls below the principal amount of the repurchase agreement
plus accrued interest, the financial institution deposits additional collateral
by the following business day. If the financial institution either fails to
deposit the required additional collateral or fails to repurchase the
securities as agreed, the Fund has the right to sell the securities and
recover any resulting loss from the financial institution. If the financial
institution enters into bankruptcy, the Fund's claims on the collateral may
be subject to legal proceedings.
Derivatives.
The Fund has adopted the provisions of Statement of
Financial Accounting Standard No. 161 ("FAS 161"), "Disclosures about
Derivative Instruments and Hedging Activities," effective at the beginning
of the Fund's fiscal year. FAS 161 requires enhanced disclosures about the
Fund's derivative and hedging activities and derivatives accounted for as
hedging instruments under FAS 133 must be disclosed separately from
derivatives that do not qualify for hedge accounting under FAS 133.
Because investment companies account for their derivatives at fair value
and record any changes in fair value in current period earnings, the Fund's
derivatives are not accounted for as hedging instruments under FAS 133.
As such, even though the Fund may use derivatives in an attempt to
achieve an economic hedge, the Fund's derivatives are not considered to
be hedging instruments under FAS 133. The disclosure below is
presented in accordance with FAS 161.
Interest Rate Swap Contracts.
The Fund may enter into interest rate
swap transactions to reduce the interest rate risk inherent in the Fund's
underlying investments and issued preferred shares. The use of interest
rate swaps is a highly specialized activity that involves investment
techniques and risks different from those associated with ordinary
portfolio security transactions. In an interest rate swap, the Fund agrees
to pay to the other party to the interest rate swap (which is known as
the "counterparty") a fixed rate payment in exchange for the
counterparty agreeing to pay to the Fund a variable rate payment, or the
Fund agrees to receive from the counterparty a fixed rate payment in
exchange for the counterparty agreeing to receive from the Fund a
variable rate payment. The payment obligations are based on the
notional amount of the swap. Certain risks may arise when entering into
swap transactions including counterparty default, liquidity or unfavorable
changes in interest rates. In connection with these agreements,
securities and or cash may be identified as collateral in accordance with
the terms of the swap agreements to provide assets of value and
recourse in the event of default. Payments received or made at the end
of the measurement period are recorded as realized gain or loss in the
Consolidated Statement of Operations. The value of the swap is
adjusted daily based upon a price supplied by a Board approved pricing
vendor and the change in value is recorded as unrealized appreciation or
depreciation.
The primary risk exposure of the interest rate swap contracts is interest
rate contract risk. See Consolidated Statement of Assets and Liabilities
for net unrealized appreciation (depreciation) on interest rate swaps. See
Consolidated Statement of Operations for net realized gain (loss) from
interest rate swaps and for changes in net unrealized appreciation
(depreciation) on interest rate swaps.
A summary of the open interest rate swaps as of June 30, 2009 is
included in a table following the end of the Fund's Consolidated
Investment Portfolio.
Federal Income Taxes.
The Fund's policy is to comply with the
requirements of the Internal Revenue Code, as amended, which are
applicable to regulated investment companies and to distribute all of its
taxable income to its shareholders.
It was previously anticipated that the Fund would not qualify as a
regulated investment company for the fiscal year ending December 31,
2009, and would be subject to corporate-level federal and state taxes for
the period. This was due to the expectation that a certain security holding
would likely generate non-qualifying income in excess of 10% of the
Fund's total gross income in violation of Section 851 (b)(2) of the Internal
Revenue Code. Accordingly, the Fund accrued for federal and state
income taxes as income was recognized. Actual revenue results received
from the portfolio holding in question for the first quarter of 2009 revealed
less non-qualifying income than previously estimated. Such reduced
amount of non-qualifying income, when combined with the recognition of
recent market gains, provided fund managers with the opportunity to
manage the fund into qualifying status. It is anticipated that the Fund will
qualify as a regulated investment company for the fiscal year ending
December 31, 2009, and as a result, the Fund reversed the recorded tax
liability.
At December 31, 2008, the Fund had a net tax basis capital loss
carryforward of approximately $197,783,000, which may be applied
against any realized net taxable capital gains of each succeeding year until
fully utilized or until December 31, 2016, the expiration date, whichever
occurs first.
In addition, from November 1, 2008 through December 31, 2008,
the Fund incurred approximately $172,675,000 of net realized capital
losses. As permitted by tax regulations, the Fund intends to elect to defer
these losses and treat them as arising in the year ending December 31,
2009.
The Fund has reviewed the tax positions for the open tax years as of
December 31, 2008 and has determined that no provision for income tax
is required in the Fund's consolidated financial statements. The Fund's
federal tax returns for the prior three years remain subject to examination
by the Internal Revenue Service.
Distribution of Income and Gains.
Distributions from net investment
income of the Fund are usually declared and distributed to shareholders
quarterly. Net realized gains from investment transactions, in excess of
available capital loss carryforwards, would be taxable to the Fund if not
distributed, and, therefore, will be distributed to shareholders at least
annually.
The timing and characterization of certain income and capital gains
distributions are determined annually in accordance with federal tax
regulations which may differ from accounting principles generally
accepted in the United States of America. These differences primarily
relate to certain securities sold at a loss. As a result, net investment
income and net realized gain (loss) on investment transactions for a
reporting period may differ significantly from distributions during such
period. Accordingly, the Fund may periodically make reclassifications
among certain of its capital accounts without impacting the net asset
value of the Fund.
The Fund estimates that at times it will distribute more than its income,
therefore, a portion of the distributions may be a return of capital. The
Fund did not declare a distribution to common shareholders in March
2009 because market conditions resulted in a decline in portfolio values
causing the Fund to not meet the preferred share asset coverage ratio
that is a precondition to the declaration of common share distributions
under the 1940 Act. The Fund did not declare a distribution to common
shareholders in June 2009 because the Fund did not have sufficient
income to pay a distribution.
Preferred Shares.
As of June 30, 2009, the Fund had 112 shares of
Series A, 112 shares of Series B, 112 shares of Series C, 112 shares of
Series D and 112 shares of Series E preferred shares ("Preferred Shares")
outstanding, each at a liquidation value of $25,000 per share. During the
six months ended June 30, 2009, the Fund redeemed a total of 760 of its
Preferred Shares (152 shares of each of Series A, B, C, D and E Preferred
Shares) at their liquidation preference of $25,000 per share, aggregating
to $19,000,000 in order to ensure compliance with the Fund's asset
coverage requirements. The Fund redeemed the Preferred Shares with
the proceeds from sales of portfolio assets, resulting in a reduction of the
Fund's overall leverage. The Fund incurred brokerage expenses as a result
of such sales.
The Preferred Shares are senior to, and have certain class-specific
preferences over, the Fund's common shares. The dividend rate on each
series of Preferred Shares is set through a "Dutch" auction process, and
the dividends are generally paid every seven days. In the auction process,
holders of the Preferred Shares indicate the dividend rate at which they
would be willing to hold or sell their Preferred Shares. An auction fails if
there are more Preferred Shares offered for sale than there are buyers. If
an auction fails, the Preferred Shares' dividend rate adjusts to a
"maximum rate," which, based on current Preferred Share ratings (AAA as
of June 30, 2009), is the greater of (i) 125% of the applicable AA
Composite Commercial Paper Rate and (ii) 2.5% plus the applicable AA
Composite Commercial Paper Rate. In addition, existing Preferred
Shareholders that submit sell orders in a failed auction may not be able to
sell any or all of the shares for which they have submitted sell orders.
Preferred Shareholders may sell their shares at the next scheduled
auction, subject to the same risk that the subsequent auction will not
attract sufficient demand for a successful auction to occur. Broker-dealers
may also try to facilitate secondary trading in the Preferred Shares,
although such secondary trading may be limited and may only be available
for shareholders willing to sell at a discount.
During the six months ended June 30, 2009, the dividend rates ranged
from 2.590% to 3.651% for Series A, 2.580% to 3.651% for Series B,
2.610% to 2.960% for Series C, 2.570% to 2.851% for Series D and
2.610% to 3.651% for Series E. The 1940 Act requires that the Preferred
Shareholders of the Fund, voting as a separate class, have the right to: a)
elect at least two directors at all times, and b) elect a majority of the
directors at any time when dividends on the Preferred Shares are unpaid
for two full years. Unless otherwise required by law or under the terms of
the Fund's Articles Supplementary, each Preferred Share is entitled to one
vote and Preferred Shareholders will vote together with common
shareholders as a single class and have the same voting rights. Dividends
on the Preferred Shares are cumulative. The Fund is subject to certain
limitations and restrictions while the Preferred Shares are outstanding.
Under its Articles Supplementary, the Fund is required to maintain asset
coverage of at least 200% with respect to the Preferred Shares as of the
last business day of each month in which any Preferred Shares are
outstanding.
Since February 2008, the Fund, like many other closed-end funds
throughout the industry, has experienced failed auctions on its auction
rate Preferred Shares. These auctions have failed because there were not
enough bids to cover the shares for sale, indicating a lack of liquidity in the
market. While repeated auction fails have affected the liquidity for the
auction rate Preferred Shares, a failed auction does not represent a default
or loss of capital of the Fund's auction rate Preferred Shares and the
auction rate Preferred Shareholders have continued to receive dividends
at the previously defined "maximum rate". As of June 30, 2009, the
Preferred Shares of the Fund were AAA rated by its respective rating
agencies. Prolonged auction failures may increase the cost of leverage to
the Fund.
Contingencies.
In the normal course of business, the Fund may enter into
contracts with service providers that contain general indemnification
clauses. The Fund's maximum exposure under these arrangements is
unknown as this would involve future claims that may be made against
the Fund that have not yet been made. However, based on experience,
the Fund expects the risk of loss to be remote.
Real Estate Investment Trusts.
The Fund periodically recharacterizes
distributions received from a Real Estate Investment Trust ("REIT")
investment based on information provided by the REIT into the following
categories: ordinary income, long-term and short-term capital gains, and
return of capital. If information is not available timely from a REIT, the
recharacterization will be estimated and a recharacterization will be made
in the following year when such information becomes available.
Distributions received from REITs in excess of income are recorded as
either a reduction of cost of investments or realized gains. The Fund
distinguishes between dividends on a tax basis and a financial reporting
basis and only distributions in excess of tax basis earnings and profits are
reported in the consolidated financial statements as a return of capital for
tax reporting purposes.
Other.
Investment transactions are accounted for on the trade date plus
one basis for daily net asset value calculations. However, for financial
reporting purposes, investment security transactions are reported on
trade date. Interest income is recorded on the accrual basis. Dividend
income is recorded on the ex-dividend date net of foreign withholding
taxes. Realized gains and losses from investment transactions are
recorded on an identified cost basis.
B. Purchases and Sales of Securities
During the six months ended June 30, 2009, purchases and sales of
investment securities (excluding short-term investments) aggregated
$89,215,368 and $109,741,034, respectively.
C. Related Parties
Management Agreement.
Under the Investment Management
Agreement with Deutsche Investment Management Americas Inc.
("DIMA" or the "Investment Manager"), an indirect, wholly owned
subsidiary of Deutsche Bank AG, the Investment Manager is responsible
for managing the Fund's affairs and supervising all aspects of the Fund's
operations, subject at all times to the general supervision of the Fund's
Board of Directors (the "Board").
Pursuant to the Investment Management Agreement, the Investment
Manager has delegated the day to day management of the Fund's
investment portfolio to RREEF America, L.L.C. (the "Investment
Advisor"), also an indirect, wholly owned subsidiary of Deutsche Bank AG
and an affiliate of DB Real Estate, the real estate investment management
group of Deutsche Asset Management. Subject to the general
supervision of the Board and the Investment Manager, the Investment
Advisor is responsible for managing the investment operations of the
Fund and the composition of the Fund's holdings of securities and other
investments. The Investment Manager, not the Fund, compensates the
Investment Advisor for its services. The Investment Management Fee
payable under the Investment Management Agreement is equal to an
annual rate of 0.85% of the Fund's average daily total managed assets,
computed and accrued daily and payable monthly. Total managed assets
equal the net asset value of the common shares plus the liquidation
preference of any Preferred Shares plus the principal amount of any
borrowings used for leverage.
In addition, for the period January 1, 2009 through August 28, 2009, the
Investment Manager has contractually agreed to waive a portion of its
Investment Management Fee in the amount of 0.20% of the Fund's
average daily total managed assets. Effective August 29, 2009 such
waiver will decline by 0.05% in each year, with all waivers expiring
August 29, 2012. Accordingly, for the six months ended June 30, 2009,
the Investment Manager waived a portion of its Investment Management
Fee pursuant to the Investment Management Agreement aggregating
$48,565 and the amount imposed aggregated $157,835, which was
equivalent to an annualized effective rate of 0.65% of the Fund's average
daily total managed assets.
Under a new management agreement scheduled to take effect as of
September 1, 2009, the Fund's management fee will be fixed at an annual
rate of 0.55% of the Fund's average daily total managed assets,
computed and accrued daily and payable monthly.
Service Provider Fees.
DWS Investments Service Company ("DISC"), an
affiliate of the Investment Manager and Investment Advisor, is the transfer
agent, dividend-paying agent and shareholder service agent for the Fund.
Pursuant to a sub-transfer agency agreement between DISC and DST
Systems, Inc. ("DST"), DISC has delegated certain transfer agent,
dividend-paying agent and shareholder service agent functions to DST.
DISC compensates DST out of the shareholder servicing fee it receives
from the Fund. For the six months ended June 30, 2009, the amount
charged to the Fund by DISC aggregated $8,945, of which $3,964 is
unpaid.
DWS Investments Fund Accounting Corporation ("DIFA"), an affiliate of
the Investment Manager and the Investment Advisor, is responsible for
determining the daily net asset value per share and maintaining the
portfolio and general accounting records of the Fund. Pursuant to a
sub-accounting agreement between DIFA and State Street Bank and Trust
Company ("SSB"), DIFA has delegated certain fund accounting functions
to SSB. DIFA compensates SSB for the accounting service fee it receives
from the Fund. The amount charged to the Fund for the six months ended
June 30, 2009 by DIFA aggregated $23,027, of which $4,126 is unpaid.
Deutsche Bank Trust Company Americas ("DBTCA"), an affiliate of the
Investment Manager and the Investment Advisor, is the auction agent
with respect to the Preferred Shares. The auction agent will pay each
broker dealer a service charge from funds provided by the Fund ("Auction
Service Fee"). The Auction Service Fee charged to the Fund for the six
months ended June 30, 2009 aggregated $41,675, of which $15,258 is
unpaid.
In addition, DBTCA, as auction agent, is paid an administration fee. The
amount charged to the Fund for the six months ended June 30, 2009
aggregated $14,876, all of which was paid.
Directors' Fees and Expenses.
The Fund paid each Director not affiliated
with the Advisor retainer fees plus specified amounts for various
committee services and for the Board Chairperson.
Typesetting and Filing Service Fees.
Under an agreement with DIMA,
DIMA is compensated for providing typesetting and certain regulatory
filing services to the Fund. For the six months ended June 30, 2009, the
amount charged to the Fund by DIMA included in the Consolidated
Statement of Operations under "reports to shareholders and shareholder
meeting" aggregated $7,526, of which $6,555 is unpaid.
Cash Management QP Trust.
Pursuant to an Exemptive Order issued by
the SEC, the Fund may invest in the Cash Management QP Trust (the
"QP Trust"), and other affiliated funds managed by the Investment
Manager. The QP Trust seeks to provide as high a level of current income
as is consistent with the preservation of capital and the maintenance of
liquidity. The QP Trust does not pay the Investment Manager a
management fee for the affiliated funds' investments in the QP Trust.
D. Real Estate Concentration Risk
The Fund concentrates its investments in real estate securities, including
REITs. A fund with a concentrated portfolio is vulnerable to the risks of
the industry in which it invests and is subject to greater risks and market
fluctuations than funds investing in a broader range of industries. Real
estate securities are susceptible to the risks associated with direct
ownership of real estate such as declines in property values; increases in
property taxes, operating expenses, interest rates or competition; zoning
changes; and losses from casualty and condemnation.
E. Secured Credit Facility
The Fund entered into a secured credit facility with two commercial banks
effective August 26, 2008. The secured credit facility had an initial term of
364 days and initially allowed the Fund to borrow in an aggregate amount
up to $275,000,000 ($33,000,000 effective January 14, 2009). A
commitment fee was charged to the Fund and is included with "interest
expense" on the Consolidated Statement of Operations. An arrangement
fee incurred by the Fund in connection with this facility was deferred and
has been amortized on a straight-line basis over the term if the facility.
Effective February 5, 2009, the secured credit facility was terminated. The
facility was originally needed to facilitate the redemption of the Fund's
Preferred Shares. In the first quarter of 2009, using cash on hand, the
Fund redeemed a total of 760 of its Preferred Shares (152 shares of each
of its Series A, B, C, D and E Preferred Shares) at their liquidation
preference of $25,000 per share, aggregating to $19,000,000.
See Note A, Significant Accounting Policies Preferred Shares.
F. Review for Subsequent Events
In accordance with the provisions set forth in Financial Accounting
Standards Board Statement of Financial Accounting Standards No. 165
"Subsequent Events," adopted by the Fund as of June 30, 2009, events
and transactions from July 1, 2009 through August 20, 2009, the date the
consolidated financial statements were available to be issued, have
been evaluated by management for subsequent events. Apart from
the previously disclosed management fee reduction effective
September 1, 2009, (See Note C Related Parties), management has
determined that there were no material events that would require
disclosure in the Fund's consolidated financial statements through this
date.
Other Information
Bylaw Amendments
On March 11, 2009, the Fund's Board of Directors approved an
amendment to the Fund's by-laws expanding the conditions under which
a meeting of shareholders may be adjourned.
On April 9, 2009, the Fund's Board of the Directors approved an
amendment to the Fund's bylaws requiring higher thresholds for Director
approval of investment advisory agreements in certain circumstances.
On July 15, 2009, the Fund's Board of Directors adopted an amendment
to the Fund's bylaws clarifying the application of the advance notice
provision, which sets forth the time within which stockholders must
submit nominations and other business to be properly brought before the
Fund's annual meetings.
Notice of Possible Share Repurchases
In accordance with Section 23(c) of the Investment Company Act of 1940,
the Fund hereby gives notice that it may from time to time repurchase
shares of the Fund in the open market at the option of the Board of
Directors and on such terms as the Directors may determine.
Certifications
The Fund's chief executive officer has certified to the NYSE Alternext US
LLC (formerly known as the American Stock Exchange LLC) within thirty
days of the Fund's stockholder annual meeting of June 2, 2008, that he
was not aware of any violation by the Fund of applicable NYSE Amex LLC
corporate governance listing standards. The Fund's reports on Form
N-CSRs and N-Q contain certifications by the Fund's chief executive officer
and chief financial officer that relate to the Fund's disclosure in such
reports and that are required by the Rule 30a-2(a) under the Investment
Company Act.
Stockholder Meeting Results
A Special Meeting of Stockholders of DWS RREEF Real Estate Fund II,
Inc. (the "Fund") was held on May 20, 2009 at the New York Marriott East
Side, 525 Lexington Avenue, New York, New York 10017. The following
matter was voted upon by the Stockholders of the Fund.
1. The approval of the liquidation and dissolution of DWS RREEF Real
Estate Fund II, Inc. pursuant to a plan of Liquidation and Dissolution:
Number of Votes:
|
For
|
Against
|
Abstain
|
13,292,347
|
6,568,678
|
568,768
|
The proposal to liquidate the Fund was not approved since the affirmative
vote did not constitute the required majority of the Fund's outstanding
common stock and preferred stock. Therefore, the Fund continues to exist
as a closed-end registered investment company in accordance with its
stated investment objective and policies.
Dividend Reinvestment and Cash
Purchase Plan
The Board of Directors of the Fund has established a Dividend
Reinvestment and Cash Purchase Plan (the "Plan") for shareholders who
have not elected in writing to receive dividends and distributions in cash.
(each a "Participant"). A Plan Agent (currently, Computershare Inc.) has
been appointed by the Fund's Board of Directors to act as agent for each
Participant.
A summary of the Plan is set forth below. Shareholders may obtain a
copy of the entire Dividend Reinvestment and Cash Purchase Plan by
visiting the Fund's Web site at www.dws-investments.com or by calling
(800) 294-4366.
Whenever the Fund declares an income dividend or a capital gains
distribution payable in shares of common stock or cash at the option of
the shareholders, each Participant is deemed to have elected to take such
dividend or distribution entirely in additional shares of common stock of
the Fund. If the market price per share of the Fund's common stock on
the valuation date equals or exceeds the net asset value per share on the
valuation date, the number of additional shares of common stock to be
issued by the Fund and credited to the Participant's account shall be
determined by dividing the dollar amount of the dividend or capital gains
distribution payable on the Participant's shares by the greater of the
following amounts per share of the Fund's common stock on the valuation
date: (a) the net asset value, or (b) 95% of the market price. If the market
price per share of the common stock on the valuation date is less than the
net asset value per share on the valuation date, the Plan Agent shall apply
the dollar amount of the dividend or capital gains distribution on such
Participant's shares (less such Participant's pro rata share of brokerage
commissions incurred with respect to the Plan Agent's open-market
purchases in connection with the reinvestment of such dividend and
distribution) to the purchase on the open market of shares of the common
stock for the Participant's account. Should the Fund declare an income
dividend or capital gains distribution payable only in cash, the amount of
such dividend or distribution on each Participant's shares (less such
Participant's pro rata share of brokerage commissions incurred with
respect to open-market purchases in connection with the reinvestment of
such dividend or distribution) shall be applied to the purchase on the open
market of shares of common stock for the Participant's account. Each
Participant, semiannually, also has the option of sending additional funds,
in any amount from $100 to $3,000, for the purchase on the open market
of shares of common stock for such Participant's account. Voluntary
payments will be invested by the Plan Agent on or shortly after the 15th of
February and August, and in no event more than 45 days after such dates,
except where temporary curtailment or suspension of purchases is
necessary to comply with applicable provisions of federal securities law.
Optional cash payments received from a Participant on or prior to the fifth
day preceding the 15th of February or August will be applied by the Plan
Agent to the purchase of additional shares of common stock as of that
investment date. Funds received after the fifth day preceding the 15th of
February or August and prior to the 30th day preceding the next
investment date will be returned to the Participant. No interest will be
paid on optional cash payments held until investment. Consequently,
Participants are strongly urged to make their optional cash payments
shortly before the 15th of February or August. Optional cash payments
should be made in US dollars and be sent by first-class mail, postage
prepaid, to DWS Investments Service Company (the "Transfer Agent")
at the following address:
DWS RREEF Real Estate Fund II, Inc.
Dividend Reinvestment and Cash Purchase Plan
210 West 10th Street, Kansas City, MO 64105
(800) 294-4366
Participants may withdraw their entire voluntary cash payment by written
notice received by the Plan Agent not less than 48 hours before such
payment is to be invested.
Investment of voluntary cash payments and other open-market purchases
may be made on any securities exchange where the shares of common
stock are traded, in the OTC market or in negotiated transactions.
A statement reflecting the amount of cash received by the Transfer Agent
will be issued on receipt of each cash deposit. The statements are the
record of the costs of shares and should be retained for tax purposes.
The reinvestment of dividends and capital gains distributions does not
relieve the Participant of any tax that may be payable on such dividends
and distributions. The Transfer Agent will report to each Participant the
taxable amount of dividends and distributions credited to his or her
account.
The service fees for handling capital gains distributions or income
dividends will be paid by the Fund. Participants will be charged a $1.00
service fee for each optional cash investment and a pro rata share of
brokerage commissions on all open market purchases.
Participants may terminate their accounts under the Plan by notifying the
Transfer Agent in writing. Such termination will be effective immediately if
such Participant's notice is received by the Transfer Agent not less than
10 days prior to any dividend or distribution record date; otherwise, such
termination will be effective as soon as practicable upon completion of
the reinvestment of capital gains distributions or income dividends. The
Plan may be terminated by the Fund upon notice in writing mailed to
Participants at least 30 days prior to any record date for the payment of
any dividend or distribution by the Fund. The terms and conditions of the
Plan may be amended or supplemented by the Fund at any time or times,
but, except when necessary or appropriate to comply with applicable law
or the rules or policies of the Securities and Exchange Commission, any
securities exchange on which shares of the Fund's common stock are
listed, or any other regulatory authority and with certain other limited
exceptions, only by mailing to Participants appropriate written notice at
least 30 days prior to the effective date thereof.
If a Participant elects, by notice to the Plan Agent in writing in advance
of such termination, to have the Plan Agent sell part or all of such
Participant's shares and remit the proceeds to such Participant, the Plan
Agent is authorized to deduct a fee of 5% of the gross proceeds, to a
maximum of $3.50, plus brokerage commissions for this transaction and
any transfer taxes.
All correspondence and inquiries concerning the Plan, and requests for
additional information about the Plan, should be directed to the Transfer
Agent at P.O. Box 219066, Kansas City, Missouri 64105 or (800) 294-4366.
Additional Information
Automated
Information Line
|
DWS Investments Closed-End Fund Info Line
(800) 349-4281
|
Web Site
|
www.dws-investments.com
Obtain quarterly fact sheets, financial reports, press releases and
webcasts when available.
|
Written
Correspondence
|
Deutsche Investment Management Americas Inc.
345 Park Avenue
New York, NY 10154
|
Proxy Voting
|
The fund's policies and procedures for voting proxies for portfolio
securities and information about how the fund voted proxies related
to its portfolio securities during the 12-month period ended
June 30
are available on our Web site www.dws-investments.com (click
on "proxy voting"at the bottom of the page) or on the SEC's
Web site www.sec.gov. To obtain a written copy of the fund's
policies and procedures without charge, upon request, call us toll
free at (800) 621-1048.
|
Legal Counsel
|
Ropes & Gray LLP
One International Place
Boston, MA 02110
|
Dividend
Reinvestment Plan
Agent
|
Computershare Inc.
P.O. Box 43078
Providence, RI 02940-3078
|
Shareholder
Service Agent
|
DWS Investments Service Company
P.O. Box 219066
Kansas City, MO 64121-9066
(800) 294-4366
|
Custodian and
Transfer Agent
|
State Street Bank and Trust Company
225 Franklin Street
Boston, MA 02110
|
Independent
Registered Public
Accounting Firm
|
PricewaterhouseCoopers LLP
125 High Street
Boston, MA 02110
|
AMEX Symbol
|
SRO
|
CUSIP Numbers
|
Common Shares
|
23338X 102
|
|
Series M
|
23338X 201
|
|
Series T
|
23338X 300
|
|
Series W
|
23338X 409
|
|
Series Th
|
23338X 508
|
|
Series TF
|
23338X 607
|
Privacy Statement
Dear Valued Client:
We want to make sure you know our policy regarding the way in which
our clients' private information is handled at DWS Investments. The
following information is issued by DWS Investments Distributors, Inc.,
Deutsche Investment Management Americas Inc., DeAM Investor
Services, Inc., DWS Trust Company and the DWS Funds.
We consider privacy fundamental to our client relationships and
adhere to the policies and practices described below to protect
current and former clients' information.
We never sell customer lists or
individual client information. Internal policies are in place to protect
confidentiality, while allowing client needs to be served. Only individuals
who need to do so in carrying out their job responsibilities may access
client information. We maintain physical, electronic and procedural
safeguards that comply with federal and state standards to protect
confidentiality. These safeguards extend to all forms of interaction with
us, including the Internet.
In the normal course of business, clients give us nonpublic personal
information on applications and other forms, on our Web sites, and
through transactions with us or our affiliates. Examples of the nonpublic
personal information collected are name, address, Social Security number,
and transaction and balance information. To be able to serve our clients,
certain of this client information is shared with affiliated and nonaffiliated
third party service providers such as transfer agents, custodians and
broker-dealers to assist us in processing transactions and servicing
your account.
In addition, we may disclose the information we collect to companies that
perform marketing services on our behalf or to other financial institutions
with which we have joint marketing agreements. These organizations may
only use client information for the purpose designated by the companies
listed above, and additional requirements beyond federal law may be
imposed by certain states. To the extent that these state laws apply, we
will comply with them before we share information about you.
We may also disclose nonpublic personal information about you to other
parties as required or permitted by law. For example, we are required to or
may provide information to government entities or regulatory bodies in
response to requests for information or subpoenas, to private litigants in
certain circumstances, to law enforcement authorities, or any time we
believe it necessary to protect the firm.
At any time, if you have questions about our policy, please write to us at:
DWS Investments
Attention: Correspondence Chicago
P.O. Box 219415
Kansas City, MO 64121-9415 September 2008
Information Regarding Stockholder
Rights Plan
August 28, 2009
Dear DWS RREEF Real Estate Fund II, Inc. Stockholder:
As you are aware, in connection with the proposed liquidation of DWS
RREEF Real Estate Fund II, Inc. (the "Fund"), on April 9, 2009 the
Fund's Board of Directors adopted a Stockholder Rights Plan (the
"Original Plan"). The Original Plan by its terms expired on August 18,
2009. As a result, on August 14, 2009 the Fund's Board of Directors
adopted a new Rights Plan (the "Plan"). NO ACTION IS REQUIRED
BY YOU WITH RESPECT TO THE PLAN. THE INFORMATION SET
FORTH HEREIN IS FOR INFORMATIONAL PURPOSES ONLY.
Pursuant to the Plan, the Fund declared a dividend of one Right for
each outstanding share of the Fund's common stock outstanding as
of the close of business on August 28, 2009. Under certain
circumstances described in the attached summary, the Rights would
allow you to purchase four (4) additional shares of common stock at
par value, or $0.01, per share. The Rights initially attach to the Fund's
common stock and will transfer only with the common stock.
Certificates evidencing the Rights will not be issued, nor will the
Rights be exercisable, unless and until an event arises that triggers
their effectiveness. The issuance of the Rights will not change the
way you trade the Fund's shares.
A summary description of the principal features of the Rights is
attached.
Sincerely,
DWS RREEF REAL ESTATE FUND II, INC.
Paul K. Freeman
Chairman of the Board
UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS
AGREEMENT, CERTAIN RIGHTS OWNED BY ANY PERSON WHO IS OR
BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS
AGREEMENT) SHALL BECOME NULL AND VOID.
SUMMARY OF RIGHTS TO PURCHASE
COMMON SHARES
On August 14, 2009, the Board of Directors of DWS RREEF Real Estate
Fund II, Inc. (the "COMPANY") adopted a resolution declaring a dividend
of one right (a "RIGHT") for each outstanding share of common stock, par
value $.01 per share (the "COMMON SHARES"), of the Company. The
dividend is payable on August 28, 2009 (the "RECORD DATE") to the
stockholders of record on that date. Each Right entitles the registered
holder to purchase from the Company four (4) Common Shares at a
price equal to the aggregate par value of such Common Shares (the
"PURCHASE PRICE"), subject to adjustment. The description and terms
of the Rights are set forth in a Rights Agreement dated as of August 18,
2009 (the "RIGHTS AGREEMENT") between the Company and The Bank
of New York Mellon, as Rights Agent (the "RIGHTS AGENT").
Until the Distribution Date, as defined below, the Rights will be
evidenced, with respect to any of the Common Shares outstanding as of
the Record Date, by such Common Share with a copy of this Summary
of Rights deemed attached thereto. The "DISTRIBUTION DATE" is the
date ten days (or such earlier or later date as the Board of Directors may
from time to time fix by resolution adopted prior to the time that the
Distribution Date would have otherwise occurred) following the earlier of
(i) a public announcement (including by the Acquiring Person's filing of a
Schedule 13D or 13G or an amendment thereto) that a person or group of
affiliated or associated persons have acquired beneficial ownership of the
Triggering Percentage, as defined below, or more of the outstanding
Common Shares of the Company (an "ACQUIRING PERSON"); and (ii) the
date on which any person commences a tender or exchange offer which,
if consummated, would result in such Person becoming an Acquiring
Person, provided, however, that if any such tender or exchange offer is
cancelled, terminated or withdrawn prior to the Distribution Date without
the purchase of any Common Shares pursuant thereto, such offer shall be
deemed never to have been made. The "TRIGGERING PERCENTAGE" of
the Common Shares is 6% or, if greater, that percentage that is equal to
0.01% more than the highest percentage of the outstanding Common
Shares beneficially owned by any person as of the close of business on
August 14, 2009.
The Rights Agreement provides that, until the Distribution Date (or earlier
redemption or expiration of the Rights), the Rights will be transferred with
and only with the Common Shares. Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Shares issued after
the Record Date upon transfer or new issuance of Common Shares will
contain a notation incorporating the Rights Agreement by reference. Until
the Distribution Date (or earlier redemption or expiration of the Rights),
the transfer of any Common Shares outstanding as of the Record Date,
even without such notation or a copy of this Summary of Rights being
attached thereto, will also constitute the transfer of the Rights associated
with such Common Shares. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("RIGHT
CERTIFICATES") will be mailed to holders of record of the Common
Shares as of the close of business on the Distribution Date and such
separate Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights will
expire on December 26, 2009 (the "FINAL EXPIRATION DATE"), unless
the Rights are earlier redeemed or exchanged by the Company, in each
case, as described below.
The number of outstanding Rights and the number of Common Shares
issuable upon exercise of each Right are also subject to adjustment in the
event of a stock split of the Common Shares or a stock dividend on the
Common Shares payable in Common Shares or subdivisions,
consolidations or similar transactions involving the Common Shares.
Common Shares purchasable upon exercise of the Rights will not be
redeemable.
Once an Acquiring Person becomes an Acquiring Person, the Rights
Agreement provides that any Rights that are or were acquired or
beneficially owned on or before the Distribution Date or that are acquired
or become beneficially owned after the Distribution Date by any Acquiring
Person (or any associate or affiliate thereof) will be void. At any time after
any person or group becomes an Acquiring Person, the Board of Directors
of the Company may exchange the Rights (other than Rights owned by
such person or group which will have become void), in whole or in part, at
an exchange ratio of four (4) Common Shares per Right (subject to
adjustment).
The Rights Agreement provides that none of the Company's directors or
officers shall be deemed to beneficially own any Common Shares owned
by any other director or officer by virtue of such persons acting in their
capacities as such, including in connection with the formulation and
publication of the Board of Directors' recommendation of its position, and
actions taken in furtherance thereof, with respect to an acquisition
proposal relating to the Company or a tender or exchange offer for the
Common Shares.
In the event that the Company is acquired in a merger or other business
combination transaction or 50% or more of its consolidated assets or
earning power are sold after a person or group has become an Acquiring
Person, proper provision will be made so that each holder of a Right (other
than Rights owned by such person or group which will have become void)
will thereafter have the right to receive, upon the exercise thereof at the
then current exercise price of the Right, four (4) shares of common stock
of the acquiring company.
The Company may, but shall not be required to, issue fractions of
Common Shares upon exercise of the Rights.
At any time prior to any person becoming an Acquiring Person, the Board
of Directors of the Company may redeem the Rights in whole, but not in
part, at a price of $.01 per Right (the "REDEMPTION PRICE"). The
redemption of the Rights may be made effective at such time on such
basis with such conditions as the Board of Directors in its sole discretion
may establish.
Prior to the Distribution Date, the Company and the Rights Agent may
from time to time supplement or amend the Rights Agreement without
the approval of any holder of a Right in any respect. From and after the
Distribution Date, the Company may from time to time supplement or
amend the Rights Agreement without the approval of any holder of a
Right in order to cure any ambiguity, to correct or supplement any
provision contained in the Rights Agreement which may be defective or
inconsistent with any other provisions, or to make any other provisions
with respect to the Rights which the Company may deem necessary or
desirable; provided, however, that after any Person becomes an Acquiring
Person, the Rights Agreement may not be amended in any manner which
would adversely affect the interests of the holders of Rights as a group
(other than any Acquiring Person and its affiliates and associates).
Until a Right is exercised, the holder thereof, as such, will have no rights
as a stockholder of the Company, including, without limitation, the right to
vote or to receive dividends or other distributions.
A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission by the Company as an Exhibit to the Form 8-A filed
on August 18, 2009. A copy of the Rights Agreement is available free of
charge from the Company. This summary description of the Rights does
not purport to be complete and is qualified in its entirety by reference to
the Rights Agreement, which is hereby incorporated herein by reference.
Notes
Notes
ITEM 2.
|
CODE OF ETHICS
|
|
|
|
Not applicable.
|
|
|
ITEM 3.
|
AUDIT COMMITTEE FINANCIAL EXPERT
|
|
|
|
Not applicable.
|
|
|
ITEM 4.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
|
|
|
Not applicable.
|
ITEM 5.
|
AUDIT COMMITTEE OF LISTED REGISTRANTS
|
|
|
|
Not Applicable
|
|
|
ITEM 6.
|
SCHEDULE OF INVESTMENTS
|
|
|
|
Not Applicable
|
|
|
ITEM 7.
|
DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES
|
|
|
|
Not applicable.
|
|
|
ITEM 8.
|
PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES
|
|
|
|
Not applicable.
|
ITEM 9.
|
PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS
|
Period
|
(a)
Total Number of Shares Purchased
|
(b)
Average Price Paid per Share
|
(c)
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
(d)
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
|
|
|
|
|
|
January 1 through January 31
|
0
|
$0
|
n/a
|
n/a
|
February 1 through February 28
|
0
|
$0
|
n/a
|
n/a
|
March 1 through March 31
|
0
|
$0
|
n/a
|
n/a
|
April 1 through April 30
|
0
|
$0
|
n/a
|
n/a
|
May 1 through May 31
|
0
|
$0
|
n/a
|
n/a
|
June 1 through June 30
|
0
|
$0
|
n/a
|
n/a
|
|
|
|
|
|
Total
|
0
|
$0
|
n/a
|
n/a
|
ITEM 10.
|
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
|
|
|
|
The primary function of the Nominating and Governance Committee is to identify and recommend individuals for membership on the Board and oversee the administration of the Board Governance Guidelines. Shareholders may recommend candidates for Board positions by forwarding their correspondence by U.S. mail or courier service to Chairman of the Board, P.O. Box 100176, Cape Coral, FL 33910.
|
|
|
ITEM 11.
|
CONTROLS AND PROCEDURES
|
|
|
|
(a) The Chief Executive and Financial Officers concluded that the Registrants Disclosure Controls and Procedures are effective based on the evaluation of the Disclosure Controls and Procedures as of a date within 90 days of the filing date of this report.
|
|
|
|
(b) There have been no changes in the registrants internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrants internal controls over financial reporting.
|
|
|
ITEM 12.
|
EXHIBITS
|
|
|
|
(a)(1) Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.
|
|
|
|
(b) Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.
|
Form N-CSRS Item F
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Registrant:
|
DWS RREEF Real Estate Fund II, Inc.
|
|
|
|
|
By:
|
/s/Michael G. Clark
Michael G. Clark
President
|
|
|
Date:
|
August 28, 2009
|
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Registrant:
|
DWS RREEF Real Estate Fund II, Inc.
|
|
|
|
|
By:
|
/s/Michael G. Clark
Michael G. Clark
President
|
|
|
Date:
|
August 28, 2009
|
|
|
|
|
By:
|
/s/Paul Schubert
Paul Schubert
Chief Financial Officer and Treasurer
|
|
|
Date:
|
August 28, 2009
|
Grafico Azioni Scudder Rreef RE Ii (AMEX:SRO)
Storico
Da Dic 2024 a Gen 2025
Grafico Azioni Scudder Rreef RE Ii (AMEX:SRO)
Storico
Da Gen 2024 a Gen 2025