XXXXXXX RREEF REAL ESTATE FUND II, INC.
AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
THIS AMENDMENT is made as of the 1st day of March, 2004 by and between
Deutsche Asset Management, Inc., a Delaware corporation (the "Manager")
and RREEF America LLC (the "Investment Advisor") to the Investment
Advisory Agreement dated 26th of August, 2003 by and between the
Manager and the Advisor ("Investment Advisory Agreement" or the
"Agreement").
WHEREAS, the parties hereto desire to amend the compensation under this
Agreement. The following replaces the first sentence in paragraph 7 of
the Investment Advisory Agreement in its entirety and to read as
follows:
7. For the services provided and the expenses borne pursuant to this
Agreement, the Manager will pay to the Investment Advisor, as full
compensation therefore, a fee, calculated daily and payable monthly in
arrears, at the annual rate of 0.51% of the Fund's average daily total
managed assets (i.e., the net asset value of the Fund's common stock
plus the liquidation preference of any Fund preferred shares and the
principal amount of any borrowings used for leverage).
This Amendment may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be executed in duplicate by their respective officers on the day and
year first above written.
Deutsche Asset Management, Inc. ("Manager") RREEF America LLC
("Investment Advisor")
/s/___________________________________
/s/___________________________________
By: Xxxx Xxx By: Xxxx X. Xxxxxxxxxxx
Title: Vice President Title: Partner
Acknowledged and Confirmed.
Xxxxxxx RREEF Real Estate Fund II, Inc.
By: /s/
Name: Xxxxx X. Xxxxxxxxx
Title: Assistant Secretary
