EXHIBIT (p)
FORM OF PURCHASE AGREEMENT
Purchase Agreement dated August ___, 2003 between the Xxxxxxx
RREEF Real Estate Fund II, Inc., a corporation organized under the laws of the
State of Maryland (the "Fund"), and Deutsche Asset Management, Inc. (the "Sole
Initial Shareholder"), a corporation organized under the laws of the state of
Delaware.
WHEREAS, the Fund is an investment company registered under
the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Fund proposes to issue and sell shares of its
common stock, par value, $.01 per share (the "Common Stock"), to the public
pursuant to a Registration Statement on Form N-2 (the "Registration Statement")
filed with the Securities and Exchange Commission; and
WHEREAS, Section 14(a) of the 1940 Act requires each
registered investment company to have a net worth of at least $100,000 before
making a public offering of its securities;
NOW THEREFORE, the Fund and the Sole Initial Shareholder agree
as follows:
1. The Fund offers to sell to the Sole Initial Shareholder,
and the Sole Initial Shareholder agrees to purchase from
the Fund, 6,981 number of shares of Common Stock (the
"Shares") for an aggregate price of $100,002.82 on a
date to be specified by the Fund, prior to the effective
date of the Registration Statement.
2. The Sole Initial Shareholder represents and warrants
to the Fund that the Sole Initial Shareholder is
acquiring the Shares for investment purposes only and
not with a view to resale or further distribution.
3. The Sole Initial Shareholder's right under this Purchase
Agreement to purchase the Shares is not assignable.
IN WITNESS WHEREOF, the Fund and the Sole Initial Shareholder
have caused their duly authorized officers to execute this Purchase Agreement as
of the date first above written.
XXXXXXX RREEF REAL ESTATE FUND II, INC.
By: ___________________________
Name:
Title:
DEUTSCHE ASSET MANAGEMENT, INC.
By: ____________________________
Name:
Title:
