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DWS RREEF Real Estate Fund II, Inc.
(Name of Registrants as Specified in Its Charter)
SUSAN L. CICIORA TRUST
ALASKA TRUST COMPANY, TRUSTEE
SUSAN L. CICIORA
RICHARD I. BARR
JOEL W. LOONEY
c/o Stephen C. Miller, Esq.
and Joel L. Terwilliger, Esq.
2344 Spruce Street, Suite A
Boulder, CO 80302
(303)442-2156
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SUSAN L. CICIORA TRUST
c/o Stephen C. Miller, P.C.
2344 Spruce Street, Suite A
Boulder, Colorado 80302
August 6, 2009
By Federal Express and U.S. Certified Mail
The Board of Directors
DWS RREEF Real Estate Fund II, Inc. (the "Fund")
c/o Deutsche Investment Management Americas
345 Park Avenue
New York, NY 10154
With a copy to:
J. Christopher Jackson, Esq.
Deutsche Asset Management, Inc.
280 Park Avenue
New York, NY 10017
To the Board of Directors:
It has been over 13 months since the Fund held its last annual meeting of the
stockholders. This is in direct contravention to Maryland law, the exchange
rules and the Fund's own bylaws, all of which require annual meetings of
stockholders. We believe that time is of the essence as our concern with the
current management misfeasance continues to grow. A recent three-part series of
articles published on Seeking Alpha only heighten our concerns about the Fund's
future and Board's favoritism toward the current advisers. These articles
discuss "the troubles now ailing Deutsche Bank" and recount "how the independent
Directors of those funds, who also govern 118 other funds at DWS, passively
accepted poor performance and trading discounts that meant losses for their
investors." Further, these articles point out that, "when faced with proxy
challenges to their own position and authority, these same Directors responded
vigorously to entrench themselves in office, by altering fund bylaws and
concocting `poison pills,' despite an official policy against such acts when
committed by others." Each Board member should carefully read and take to heart
this well-researched and thoughtful three-part series of articles. They can be
accessed at http://seekingalpha.com/author/gwailo/articles.
When the Fund adopted its antitakeover measures in April, the Board represented
to stockholders that the takeover measures were to protect stockholder interests
"pending stockholder consideration of proposed plans of liquidation". It has
been over 78 days since stockholders defeated the liquidation proposal. The
Board of Directors cannot assume - wrongfully - that it is business as usual
with the Fund. The annual meeting of stockholders must be called immediately.
The Trust intends to bring to a vote the matters properly proposed to the Fund
in letters sent on February 25, 2009, and July 22, 2009.
We have recently made a number of calls to general counsel to the Fund to
discuss these matters without a whisper of response. Nonetheless, we invite any
member of the Board to discuss how we might mutually affect a smooth and
cost-efficient implementation of the proposals. Please contact the undersigned
in writing at the address provided above if you have questions. Please fax a
copy of any written response to my counsel, Stephen C. Miller, Esq. or Joel L.
Terwilliger, Esq. at (303) 245-0420.
Sincerely,
The Susan L. Ciciora Trust
/s/ Stewart R. Horejsi
-------------------------------
By: Stewart R. Horejsi, its Financial Advisor
DEUTSCHE ASSET MANAGEMENT, INC. AND BOARD OF DIRECTORS OF DWS RREEF REAL ESTATE
FUND II REQUESTED BY LARGE STOCKHOLDER TO HOLD ANNUAL MEETING OF STOCKHOLDERS
PROMPTLY
Boulder, Colo. - (Business Wire) - August 7, 2009 - Deutsche Asset Management,
Inc. and the board of directors of DWS RREEF Real Estate Fund II, Inc. (AMEX:
SRO) were asked by the Susan L. Ciciora Trust today to conduct the annual
meeting of stockholders of SRO as soon as possible. It has been 13 months since
the Fund held its last annual meeting and over 11 weeks since stockholders
defeated the liquidation proposal. This request is provided by the trust, which
is one of the largest stockholders of SRO and comes on the heels of other
stockholders' communicating to the trust their continued frustration with
Deutsche Asset Management, Inc. and the board of directors' continued delay in
holding the annual meeting of stockholders for their fund.
Stewart Horejsi, spokesperson for the trust, stated that, "The trust continues
to receive inquiries from fellow stockholders of SRO as to why Deutsche Asset
Management, Inc. and the fund's board of directors continue to delay holding our
meeting of stockholders. In addition to their ongoing frustration with this
needless delay, stockholders have also informed the trust that they are anxious
for change and cannot understand why the fund's board of directors has not acted
in the best interest of the fund's stockholders." He added, "The only action we
have seen from the fund's board of directors are changes to the fund's by-laws
which make it harder for stockholders to submit proposals and otherwise act on
behalf of their own fund. In fact, these changes as enacted by the board of
directors are contrary to the fund's own corporate governance standards on how
it views other funds' corporate governance!"
Mr. Horejsi went on to say that "we have submitted various stockholder proposals
to the fund, which proposals can be read at www.srqsro.com, but have been met
with silence. Stockholders have already defeated the board of directors'
previous attempt to liquidate the fund; why is the board continuing to ignore
the stockholders for proactive, and we believe, positive change?"
The trust is a large stockholder of SRO, owning 5% of the outstanding shares.
The trust has been an active and vocal investor in the Fund and, on February 25,
2009 and on subsequent occasions, sent letters to SRO and its board of directors
proposing, among other things, termination of SRO's investment advisers, a new
slate of directors, better corporate governance standards and other ideas to
enhance stockholder value. Copies of the letters were filed with the Securities
and Exchange Commission and can be viewed at the trust's website at
www.srqsro.com or on the SEC's website at www.sec.gov. No meaningful response
was provided by the SRO board with respect to any of these letters and, given
that the board has very little incentive to manage the Fund due to its members'
lack of any ownership, the trust decided that it should bring the substantial
experience and skill of its affiliated registered investment advisers to the
table and offer a better alternative to SRO's stockholders.
More information can be found at www.srqsro.com.
Contact:
The Susan L. Ciciora Trust
Joel L. Terwilliger
303/442-2156