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NEWS ON SRO

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look1   Monday, 08/24/09 08:09:38 AM
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NEWS ON SRO

Description of Registrant’s Securities to be Registered


On August 14, 2009, the Board of Directors of DWS RREEF Real Estate Fund II, Inc. (the “Fund”) adopted a resolution declaring a dividend of one right (a “Right”) for each outstanding share of the Fund’s common stock, par value $.01 per share (the “Common Shares”). The dividend is payable on August 28, 2009 (the “Record Date”) to stockholders of record on that date. Each Right entitles the registered holder to purchase from the Fund 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 Fund 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 the Summary of Rights in the form of Exhibit B to the Rights Agreement 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 (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becoming an Acquiring Person, provided, however, that if any such tender or exchange offer is cancelled, terminated or withdrawn prior to the Distribution Date without the purchase of any Common Shares pursuant thereto, such offer shall be deemed never to have been made.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 means 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 the Summary of Rights substantially in the form of Exhibit B to the Rights Agreement, 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”) substantially in the form of Exhibit A to the Rights Agreement 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, unless the Rights are earlier redeemed or exchanged by the Fund, in each case, as described below.


The number of outstanding Rights, the exercise price and the number of Common Shares issuable upon exercise of each Right are also subject to adjustment in the event of a split of the Common Shares or a share 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.






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