UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM N-CSR

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)

Registrant’s 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)

ITEM 1.             REPORT TO STOCKHOLDERS

DECEMBER 31, 2009 Annual Report to Stockholders

DWS RREEF Real Estate Fund II, Inc. Ticker Symbol: SRO

Contents

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 December 31, 2009

Performance 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.

Please keep in mind that high double-digit returns were primarily achieved during favorable market conditions. Investors should not expect that such favorable returns can be consistently achieved. A fund's performance, especially for very short time periods, should not be the sole factor in making your investor decision.

Fund specific data and performance are provided for informational purposes only and are not intended for trading purposes.

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.

Sources: Lipper Inc. and Deutsche Investment Management Americas Inc.

Prices and Net Asset Value fluctuate and are not guaranteed.

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 Management Review

DWS RREEF Real Estate Fund II, Inc.: A Team Approach to Investing

Deutsche Investment Management Americas Inc. ("DIMA" or the "Investment Manager"), which is part of Deutsche Asset Management, is the investment manager for DWS RREEF Real Estate Fund II, Inc. DIMA and its predecessors have more than 80 years of experience managing mutual funds and DIMA provides a full range of investment advisory services to institutional and retail clients. RREEF America, L.L.C. ("RREEF" or the "Investment Advisor"), an indirect, wholly owned subsidiary of Deutsche Bank AG, is the investment advisor for the fund.

Deutsche Asset Management is a global asset management organization that offers a wide range of investing expertise and resources. This well-resourced global investment platform brings together a wide variety of experience and investment insight across industries, regions, asset classes and investing styles.

DIMA is an indirect, wholly owned subsidiary of Deutsche Bank AG. Deutsche Bank AG is an international commercial and investment banking institution that is engaged in a wide range of financial services, including investment management, mutual funds, retail, private and commercial banking, investment banking and insurance.

Portfolio Management Team

John F. Robertson, CFA
Jerry W. Ehlinger, CFA
John W. Vojticek
Asad Kazim

Co-Managers

Market Overview and Fund Performance

The views expressed in the following discussion reflect those of the portfolio management team only through the end of the period of the report as stated on the cover. The management team's views are subject to change at any time based on market and other conditions and should not be construed as a recommendation. Past performance is no guarantee of future results. Current and future portfolio holdings are subject to risk.

Severe stock market volatility stemming from the subprime mortgage crisis, the global credit crunch and the worst US economic downturn since the Great Depression continued on through the first two months of 2009 as investors anxiously awaited details of the Obama administration's plans to deal with the series of financial disasters. As the government's massive stimulus package and innovative programs to ease the crisis from the Treasury and the US Federal Reserve Board (the Fed) began to take effect, the crisis eased and REIT prices started to turn up in early March. A rally in REITs then ensued over much of 2009, pausing briefly in October as investors pondered whether REIT prices — which had strongly advanced in the second and third quarters — were moving beyond the progress of US economic recovery. However, the rally resumed in the fourth quarter based on more encouraging employment reports and other favorable economic data.

For the 12-month period ended December 31, 2009, the fund returned 33.33% based on net asset value (NAV). The fund's NAV return outperformed the 27.99% return of the NAREIT Equity REIT Index. Based on market price, the fund posted a 63.64% return. The fund had a closing value of $1.08 per share based on market price ($1.20 per share based on net asset value) as of December 31, 2009. (Past performance is no guarantee of future results. Please see pages 4 and 5 for more complete performance information.) Over the same period, the Dow Jones Industrial Average, Standard & Poor's 500 ^® (S&P 500) Index and the Nasdaq Composite Index returned 22.68%, 26.46% and 43.89%, respectively. ¹

Starting at the close of the first quarter, in what became a critically important trend for the US REIT market, many REIT firms were able to successfully prop up their balance sheets by issuing equity. Though such issuance can dilute the value of existing shares, investors perceived that REIT firms could benefit by reducing the proportion of debt on their balance sheets, thereby greatly reducing the threat of bankruptcy that had previously been priced into many REIT stocks. Gradual improvement for global credit markets also boosted the fortunes of many US REITs over the course of 2009: the fact that solid REIT companies could once again issue medium- to longer-term debt — initially at high costs and later at reduced costs — significantly eased financial pressures on a number of these firms.

For the fund's most recent fiscal year, stock selection contributed to performance, while sector selection detracted from returns. Stock selection within industrials and hotels made the largest contribution, while stock selection in the retail and office sectors detracted. In addition, the fund's underweights to both the hotel and regional mall sectors represented significant detractors from performance. ² Investors pushed up hotel REIT prices (hotels historically have been the most economically-sensitive REIT sector) in response to signs of an economic turnaround, and the fund was underweight strongly performing regional malls due to their lower relative yield.

Positive Contributors to Fund Performance

During the period, our decision to take an underweight position in Public Storage.* significantly boosted performance. The fund was underweight in Public Storage — viewed as one of the most defensive issues in the REIT universe given its solid balance sheet — because of the company's relatively low dividend yield. As investor risk tolerance grew during 2009, Public Storage significantly underperformed compared with many of its REIT counterparts. Holdings in the industrial REIT ProLogis were also additive to returns as improving economic data boosted the outlook for industrial REIT issues. In addition, the fund's preferred holdings contributed strongly to performance as a variety of investors looking for higher yield snapped up real estate preferred stocks, particularly toward the end of 2009.

Negative Contributors to Fund Performance

In the retail sector, a significant detractor from fund performance came from our large overweight to Regency Centers Corp. During the third quarter, the company announced a significant downward revision to its previous earnings forecast. The revision was so large that investors began to question the credibility of the company's management team. While Regency's stock price did advance during the quarter, its return fell well short of market averages. Lastly, the fund's underweight position in Simon Property Group, Inc. detracted from performance. The company performed strongly, but we underweighted Simon Property Group due to the stock's relatively low dividend yield.

Recent Fund Developments

On January 29, 2010, the fund's stockholders approved a proposal to liquidate and dissolve the fund. Accordingly, as of a "Cessation Date" to be determined by a committee of the Board, the fund will cease operating as an investment company except for the purpose of liquidating and winding up its business and affairs. For more information regarding the fund's pending liquidation, please see the "Other Information" section of this report and "Note F. Fund Liquidation" in Notes to Consolidated Financial Statements.

Portfolio Summary

Asset allocation and sector diversification are subject to change.

Consolidated portfolio holdings are subject to change.

For more complete details about the Fund's consolidated investment portfolio, see page 11 . 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 December 31, 2009

(Ratios are shown as a percentage of Net Assets)

At December 31, 2009, open interest rate swap contracts were as follows:

For information on the Fund's policy and additional disclosures regarding interest rate swap contracts, please refer to the Derivatives section of Note A in the accompanying Notes to Consolidated Financial Statements.

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 December 31, 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 Consolidated Financial Statements.

Level 3 Reconciliation

The following is a reconciliation of the Fund's Level 3 investments for which significant unobservable inputs were used in determining value:

The accompanying notes are an integral part of the consolidated financial statements.

Consolidated Financial Statements

The accompanying notes are an integral part of the consolidated financial statements.

The accompanying notes are an integral part of the consolidated financial statements.

The accompanying notes are an integral part of the consolidated financial statements.

Consolidated Financial Highlights

Notes to Consolidated Financial Statements

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 December 31, 2009, the Fund's investment in the Subsidiary was $2,797,642, representing 6.1% 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 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 or issuer'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.

Disclosure about the classification of fair value measurements is included in a table following the Fund's Consolidated Investment Portfolio.

Derivatives. Authoritative accounting guidance requires that disclosures about the Fund's derivative and hedging activities and derivatives accounted for as hedging instruments must be disclosed separately from derivatives that do not qualify for hedge accounting. 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. 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. The disclosure below is presented in accordance with authoritative accounting guidance.

Interest Rate Swap Contracts. The Fund enters 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 swap contracts 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 contract, the Fund agrees to pay to the other party to the interest rate swap contract (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 contract. 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. The maximum counterparty credit risk is the net present value of the cash flows to be received from or paid to the counterparty over the term of the interest rate swap contract, to the extent that this amount is beneficial to the Fund, in addition to any related collateral posted to the counterparty by the Fund. This risk may be partially reduced by a master netting arrangement between the Fund and the counterparty. 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 contract 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.

A summary of the open interest rate swap contracts as of December 31, 2009 is included in a table following the Fund's Consolidated Investment Portfolio. For the year ended December 31, 2009, the Fund invested in interest rate swap contracts with total notional amounts ranging from $14,000,000 to $87,500,000.

The following tables summarize the value of the Fund's derivative instruments held as of December 31, 2009 and the related location in the accompanying Consolidated Statement of Assets and Liabilities, presented by primary underlying risk exposure:

The above derivative is located in the following Consolidated Statement of Assets and Liabilities account:

Additionally, the amount of unrealized and realized gains and losses on derivative instruments recognized in Fund earnings during the year ended December 31, 2009 and the related location in the accompanying Consolidated Statement of Operations is summarized in the following tables by primary underlying risk exposure:

The above derivative is located in the following Consolidated Statement of Operations account:

The above derivative is located in the following Consolidated Statement of Operations account:

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.

At December 31, 2009, the Fund had a net tax basis capital loss carryforward of approximately $448,740,000, which may be applied against any realized net taxable capital gains of each succeeding year until fully utilized or until December 31, 2016, ($197,858,000) and December 31, 2017 ($250,882,000), the respective expiration dates, whichever occurs first. (See Note F. Fund Liquidation)

The Fund has reviewed the tax positions for the open tax years as of December 31, 2009 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 open subject to examination by the Internal Revenue Service.

Distribution of Income and Gains. Net investment income of the Fund is 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 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, September or December 2009 because the Fund did not have sufficient income to pay a distribution.

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.

At December 31, 2009, the Fund's components of distributable earnings (accumulated losses) on a tax basis were as follows:

In addition, the tax character of distributions paid to common and Preferred Shareholders by the Fund is summarized as follows:

Preferred Shares. As of December 31, 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 year ended December 31, 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. All of the Fund's currently outstanding Preferred Shares will be redeemed prior to completion of the Fund's pending liquidation. See "Note F. Fund Liquidation."

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 the credit rating assigned to the Preferred Shares by Moody's (Aaa as of December 31, 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 year ended December 31, 2009, the dividend rates ranged from for Series A, 2.570% to 3.651% for Series B, 2.570% to 3.651% for Series C, 2.560% to 2.960% for Series D 2.540% to 2.951% and for Series E, 2.550% to 3.651%. 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 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." 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 year ended December 31, 2009, purchases and sales of investment securities (excluding short-term investments) aggregated $94,611,287 and $115,847,154, 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. Effective September 1, 2009, the Investment Management Fee payable under the Investment Management Agreement is equal to an annual rate of 0.55% 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.

Prior to September 1, 2009, the Fund's management fee was fixed at an annual rate of 0.85% of the Fund's average daily total managed assets, computed and accrued daily and payable monthly.

In addition, for the period from January 1, 2009 through August 28, 2009, the Investment Manager had 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. For the period from August 29, 2009 through August 31, 2009, the Investment Manager had contractually agreed to waive a portion of its Investment Management Fee in the amount of 0.15% of the Fund's average daily total managed assets. Accordingly, for the year ended December 31, 2009, the Investment Manager waived a portion of its Investment Management Fee pursuant to the Investment Management Agreement aggregating $64,123 and the amount imposed aggregated $309,558, which was equivalent to an annual effective rate of 0.61% of the Fund's average daily total managed assets.

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 year ended December 31, 2009, the amount charged to the Fund by DISC aggregated $16,129, of which $2,705 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 year ended December 31, 2009 by DIFA aggregated $44,982, of which $4,276 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 year ended December 31, 2009 aggregated $44,780, of which $332 is unpaid.

In addition, DBTCA, as auction agent, is paid an administration fee. The amount charged to the Fund for the year ended December 31, 2009 aggregated $30,000, all of which was paid.

Directors' Fees and Expenses. The Fund paid each Director not affiliated with the Investment Manager 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 year ended December 31, 2009, the amount charged to the Fund by DIMA included in the Consolidated Statement of Operations under "reports to shareholders and shareholder meetings" aggregated $17,071, of which $7,630 is unpaid.

Affiliated Cash Management Vehicles. The Fund may invest uninvested cash balances in affiliated funds managed by the Investment Manager. Affiliated cash management vehicles do not pay the Investment Manager a management fee. The Fund currently invests in Central Cash Management Fund. Prior to October 2, 2009, the Fund invested in Cash Management QP Trust ("QP Trust"). Effective October 2, 2009, QP Trust merged into Central Cash Management Fund. Central Cash Management Fund seeks to provide a high level of current income consistent with liquidity and the preservation of capital.

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" in 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, Organization and Significant Accounting Policies — Preferred Shares.

F. Fund Liquidation

At a stockholders' meeting held on January 29, 2010, the Fund's stockholders approved a plan of liquidation and dissolution proposed by the Fund's Board. Accordingly, the Fund will cease its business as an investment company, except for the purpose of liquidation and the winding up of its business and affairs, as of a "Cessation Date" to be determined by a committee of the Board. In setting the Cessation Date, the committee will consider the steps required to accomplish an orderly liquidation of the Fund under current market conditions. It is currently expected that the timing of the Cessation Date will be announced in the first quarter of 2010 and that the Cessation Date will occur sometime before December 31, 2010.

G. Review for Subsequent Events

Management has reviewed the events and transactions for subsequent events from January 1, 2010 through March 1, 2010, the date the consolidated financial statements were available to be issued, and has determined that there were no other material events other than described in Note F that would require disclosure in the Fund's consolidated financial statements through this date.

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of DWS RREEF Real Estate Fund II, Inc.:

In our opinion, the accompanying consolidated statement of assets and liabilities, including the consolidated investment portfolio, and the related consolidated statements of operations and of changes in net assets and the consolidated financial highlights present fairly, in all material respects, the financial position of DWS RREEF Real Estate Fund II, Inc. (the "Fund") and its subsidiary at December 31, 2009, and the results of their operations, the changes in their net assets and the financial highlights for each of the periods indicated therein, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2009 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

As discussed in Note F to the consolidated financial statements, on January 29, 2010, the stockholders approved the Board's proposal to liquidate and dissolve the Fund in 2010.

Tax Information (Unaudited)

Please consult a tax advisor if you have questions about federal or state income tax laws, or on how to prepare your tax returns. If you have specific questions about your account, please call (800) 294-4366.

Other Information

Fund Liquidation

On January 29, 2010, the Fund's stockholders approved a proposal to liquidate and dissolve the Fund. Under the plan of liquidation and dissolution approved by stockholders, as of a "Cessation Date" to be determined by a committee of the Board, the Fund will cease operating as an investment company and will not engage in any business activities except for the purpose of winding up its business affairs, preserving the value of its assets, discharging and/or providing for the payment of its liabilities, distributing its remaining assets to stockholders, and doing all other acts required to liquidate and wind up its business and affairs. In setting the Cessation Date, the Board committee will consider the steps required to accomplish an orderly liquidation of the Fund under current market conditions. It is currently expected that the timing of the Cessation Date will be announced in the first quarter of 2010 and that the Cessation Date will occur sometime before December 31, 2010.

Prior to the Cessation Date, the Fund's portfolio managers may adjust the Fund's portfolio to include more liquid assets, as they may deem appropriate. During this time, the Fund may, but is not required to, commence the sale of portfolio securities and invest the proceeds of such sales in investment grade short-term debt securities denominated in U.S. dollars, U.S. cash, or U.S. cash equivalents. Following the Cessation Date, the Fund will seek to convert any remaining portfolio securities to U.S. cash or U.S. cash equivalents.

On the Cessation Date, the books of the Fund will be closed with respect to the Fund's common stockholders, and the proportionate interests of common stockholders in the assets of the Fund will be fixed on the basis of their respective stockholdings at the close of business on such date. Thereafter, unless otherwise legally required, the common stockholders' respective interests in the Fund's assets will not be transferable by the negotiation of share certificates, and the Fund's common shares will cease to be traded on NYSE Amex.

As soon as practicable after the Cessation Date, after the payment of, or reservation of sufficient funds for the payment of, any existing Fund liabilities and the complete redemption of any preferred shares of the Fund that remain outstanding as of the Cessation Date, the Fund will distribute all of the remaining liquidation proceeds, including any final dividend distributions, to common stockholders (the "Liquidation Distribution"). The Fund may pay the Liquidation Distribution in more than one installment, if appropriate, to ensure the orderly disposition of portfolio securities.

The expenses incurred by the Fund in carrying out the plan of liquidation and dissolution will be borne by the Fund. The Board has the authority to authorize certain non-material variations from, and amendments to, the plan of liquidation and dissolution.

Lastly, the Fund is no longer a defendant in a previously disclosed putative class action lawsuit filed in the Southern District of New York, on behalf of certain Fund stockholders, alleging securities law violations. Accordingly, said lawsuit is not currently expected to delay or otherwise affect the Fund's liquidation and dissolution. The Fund's investment advisor, sub-advisor and certain Fund officers are still named as defendants in the lawsuit.

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.

Stockholder Meeting Results

The Annual Meeting of Stockholders of DWS RREEF Real Estate Fund II, Inc. (the "Fund") was held on December 7, 2009. At the close of business on October 16, 2009, the record date for the determination of stockholders entitled to vote at the Meeting, there were issued and outstanding 37,904,857 common shares and 560 preferred shares of the Fund's stock, each being entitled to one vote. The following matter was voted upon by the stockholders of the Fund.

1. The election of the following four Class III Board Members to hold office for a term of three years and until their respective successors have been duly elected and qualified:

A reconvened Annual Meeting of Stockholders of DWS RREEF Real Estate Fund II, Inc. (the "Fund") was held on January 29, 2010. At the close of business on October 16, 2009, the record date for the determination of stockholders entitled to vote at the Meeting, there were issued and outstanding 37,904,857 common shares and 560 preferred shares of the Fund's stock, each being entitled to one vote. 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:

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.

Investment Management Agreement Approval

The Board of Directors, including the Independent Directors, approved the renewal of your Fund's investment management agreement (the "Agreement") with Deutsche Investment Management Americas Inc. ("DWS") and sub-advisory agreement (the "Sub-Advisory Agreement" and together with the Agreement, the "Agreements") between DWS and RREEF America, L.L.C. ("RREEF"), an affiliate of DWS, in September 2009.

In terms of the process that the Board followed prior to approving the Agreements, shareholders should know that:

• In September 2009, all but one of the Fund's Directors were independent of DWS and its affiliates.

• The Directors meet frequently to discuss fund matters. Each year, the Directors dedicate substantial time to contract review matters. Over the course of several months, the Board's Contract Committee, in coordination with the Board's Equity Oversight Committee, reviewed comprehensive materials received from DWS, independent third parties and independent counsel. These materials included an analysis of the Fund's performance, fees and expenses, and profitability compiled by the Fund's independent fee consultant. The Board also received extensive information throughout the year regarding performance of the Fund.

• The Independent Directors regularly meet privately with their independent counsel to discuss contract review and other matters. In addition, the Independent Directors were also advised by the Fund's independent fee consultant in the course of their review of the Fund's contractual arrangements and considered a comprehensive report prepared by the independent fee consultant in connection with their deliberations (the "IFC Report").

• In connection with reviewing the Agreements, the Board also reviewed the terms of the Fund's other material service agreements.

• Based on its evaluation of the information provided, the Contract Committee presented its findings and recommendations to the Independent Directors as a group. The Independent Directors reviewed the Contract Committee's findings and recommendations and presented their recommendations to the full Board.

• In connection with the 2009 contract review, the Board negotiated a new management fee for the Fund at a fixed rate of 0.55% of average daily managed assets. The new fee, which reflects a significant reduction, took effect September 1, 2009.

In connection with the contract review process, the Contract Committee and the Board considered the factors discussed below, among others. The Board also considered that DWS and its predecessors have managed the Fund since its inception, and the Board believes that a long-term relationship with a capable, conscientious advisor is in the best interests of the Fund. The Board considered, generally, that shareholders chose to invest in the Fund knowing that DWS managed the Fund. DWS and RREEF are part of Deutsche Bank, a major global banking institution that is engaged in a wide range of financial services. The Board believes that there are significant advantages to being part of a global asset management business that offers a wide range of investing expertise and resources, including hundreds of portfolio managers and analysts with research capabilities in many countries throughout the world.

While shareholders may focus primarily on fund performance and fees, the Fund's Board considers these and many other factors, including the quality and integrity of DWS's and RREEF's personnel and such other issues as back-office operations, fund valuations, and compliance policies and procedures.

Nature, Quality and Extent of Services. The Board considered the terms of the Agreements, including the scope of advisory services provided under the Agreements. The Board noted that, under the Agreements, DWS and RREEF provide portfolio management and administrative services to the Fund. The Board considered the experience and skills of senior management and investment personnel, the resources made available to such personnel, the ability of DWS and RREEF to attract and retain high-quality personnel, and the organizational depth and stability of DWS and RREEF. The Board reviewed the Fund's performance over short-term and long-term periods and compared those returns to various agreed-upon performance measures, including market indices and a peer universe compiled by the independent fee consultant using information supplied by Lipper Inc. ("Lipper"). The Board also noted that it has put into place a process of identifying "Focus Funds" (e.g., funds performing poorly relative to their benchmark or a peer universe compiled by Lipper), and receives more frequent reporting and information from DWS regarding such funds, along with DWS's remedial plans to address underperformance. The Board believes this process is an effective manner of identifying and addressing underperforming funds. Based on the information provided, the Board noted that for each of the one-, three- and five-year periods ended December 31, 2008, the Fund's performance was in the 4th quartile of the applicable Lipper universe (the 1st quartile being the best performers and the 4th quartile being the worst performers). The Board also observed that the Fund has underperformed its benchmark in each of the one-, three- and five-year periods ended December 31, 2008. The Board noted the disappointing investment performance of the Fund in recent periods and continued to discuss with senior management of DWS and RREEF the factors contributing to such underperformance and actions being taken to improve performance. The Board also noted its intention to give Fund stockholders another opportunity to vote on the Fund's liquidation at the Fund's 2009 annual meeting.

Fees and Expenses. The Board considered the Fund's investment management fee schedule, sub-advisory fee schedule, operating expenses and total expense ratios, and comparative information provided by Lipper and the independent fee consultant regarding investment management fee rates paid to other investment advisors by similar funds (1st quartile being the most favorable and 4th quartile being the least favorable). With respect to management fees paid to other investment advisors by similar funds, the Board noted that the contractual fee rates paid by the Fund were lower than the median (2nd quartile) of the applicable Lipper peer group (based on Lipper data provided as of December 31, 2008). With respect to the sub-advisory fee paid to RREEF, the Board noted that the fee is paid by DWS out of its fee and not directly by the Fund. The Board also reviewed data comparing the Fund's total (net) operating expenses to the applicable Lipper expense universe. The Board concluded that the comparative Lipper operating expense data was of limited utility, as it likely significantly understated the current expense ratios of many peer funds due to the substantial declines in net assets as a result of market losses that many funds experienced between mid-September 2008 and March 2009 and that were not reflected in the data.

The information considered by the Board as part of its review of management fees included information regarding fees charged by DWS and its affiliates to similar institutional accounts and to similar funds managed by the same portfolio management teams but offered primarily to European investors ("DWS Europe funds"), in each case as applicable. The Board observed that advisory fee rates for institutional accounts generally were lower than the management fees charged by similarly managed DWS US mutual funds ("DWS Funds"), but also took note of the differences in services provided to DWS Funds as compared to institutional accounts. In the case of DWS Europe funds, the Board observed that fee rates for DWS Europe funds generally were higher than for similarly managed DWS Funds, but noted that differences in the types of services provided to DWS Funds relative to DWS Europe funds made it difficult to compare such fees.

The Board noted that, in connection with the 2009 contract renewal, DWS agreed to a substantial reduction in the Fund's contractual management fee effective September 1, 2009. The Board concluded that the Fund's fee schedule represents an appropriate sharing between the Fund and DWS of such economies of scale as may exist in the management of the Fund at current asset levels.

On the basis of the information provided, the Board concluded that management fees were reasonable and appropriate in light of the nature, quality and extent of services provided by DWS and RREEF.

Profitability. The Board reviewed detailed information regarding revenues received by DWS under the Agreement. The Board considered the estimated costs and pre-tax profits realized by DWS from advising the DWS Funds, as well as estimates of the pre-tax profits attributable to managing the Fund in particular. The Board also received information regarding the estimated enterprise-wide profitability of DWS and its affiliates with respect to all fund services in totality and by fund. The Board reviewed DWS's methodology in allocating its costs to the management of the Fund. Based on the information provided, the Board concluded that the pre-tax profits realized by DWS in connection with the management of the Fund were not unreasonable. The Board also reviewed information regarding the profitability of certain similar investment management firms. The Board noted that while information regarding the profitability of such firms is limited (and in some cases is not necessarily prepared on a comparable basis), DWS and its affiliates' overall profitability with respect to the DWS fund complex (after taking into account distribution and other services provided to the funds by DWS and its affiliates) was lower than the overall profitability levels of many comparable firms for which such data was available.

Other Benefits to DWS and Its Affiliates. The Board also considered the character and amount of other incidental benefits received by DWS and its affiliates, including any fees received by DWS for administrative services provided to the Fund. The Board also considered benefits to DWS related to brokerage and soft-dollar allocations, including allocating brokerage to pay for research generated by parties other than the executing broker dealers, which pertain primarily to funds investing in equity securities, along with the incidental public relations benefits to DWS related to DWS Funds advertising and cross-selling opportunities among DWS products and services. The Board concluded that management fees were reasonable in light of these fallout benefits.

Compliance. The Board considered the significant attention and resources dedicated by DWS to documenting and enhancing its compliance processes in recent years. The Board noted in particular (i) the experience and seniority of both DWS's chief compliance officer and the Fund's chief compliance officer; (ii) the large number of DWS compliance personnel; and (iii) the substantial commitment of resources by DWS and its affiliates to compliance matters.

Based on all of the information considered and the conclusions reached, the Board unanimously (including the Independent Directors) determined that the continuation of the Agreements is in the best interests of the Fund. In making this determination, the Board did not give particular weight to any single factor identified above. The Board considered these factors over the course of numerous meetings, certain of which were in executive session with only the Independent Directors and their counsel present. It is possible that individual Directors may have weighed these factors differently in reaching their individual decisions to approve the continuation of the Agreements.

Board Members and Officers

The following table presents certain information regarding the Board Members and Officers of the Corporation as of December 31, 2009. Each Board Member's year of birth is set forth in parentheses after his or her name. Unless otherwise noted, (i) each Board Member has engaged in the principal occupation(s) noted in the table for at least the most recent five years, although not necessarily in the same capacity; and (ii) the address of each Independent Board Member is c/o Paul K. Freeman, Independent Chairman, DWS Funds, PO Box 101833, Denver, CO 80250-1833. The Board is divided into three classes of Board Members, Class I, Class II and Class III. At each annual meeting of shareholders of the Corporation, the class of Board Members elected at such meeting is elected to hold office until the annual meeting held in the third succeeding year and until the election and qualification of such Board Member's successor, if any, or until such Board Member sooner dies, resigns, retires or is removed. In addition, the holders of the Preferred Shares, voting as a separate class, are entitled to elect two Board Members. The Board Members elected by the holders of the Remarketed Preferred Shares, voting as a separate class, are elected to hold office until the next annual meeting and until the election and qualification of such Board Member's successor, if any, or until such Board Member sooner dies, resigns, retires or is removed. The Board Members may also serve in similar capacities with other funds in the fund complex. The Length of Time Served represents the year in which the Board Member joined the board of one or more DWS funds now overseen by the Board.

Additional Information

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