EX-99.A.33 7 exa33-dvs2.htm AMENDED AND RESTATED ESTABLISHMENT AND DESIGNATION OF SERIES AND CLASSES

Exhibit (a)(33)

 

DEUTSCHE DWS VARIABLE SERIES II

 

Amended and Restated Establishment and Designation of Series and

Classes of Shares of Beneficial Interest, Without Par Value

 

WHEREAS, the Trustees of Deutsche DWS Variable Series II (the “Trust”), acting pursuant to the Trust’s Amended and Restated Declaration of Trust (the “Declaration”), dated June 2, 2008, as amended, had previously established and designated one or more series of shares of beneficial interest in the Trust (each, a “Series” composed of “Shares”) pursuant to one or more designations of series (the “Prior Series Designations”) and had previously established and designated one or more classes of Shares (each, a “Class”) for some or all of the Series pursuant to one or more designations of classes (the “Prior Class Designations,” such Prior Series Designations and Prior Class Designations referred to herein collectively as the “Prior Designations”);

 

WHEREAS, the Trustees of the Trust, effective July 2, 2018, amended and restated the Trust’s Prior Designations, the terms of the amended and restated designation to supersede any terms set forth in the Prior Designations; and

WHEREAS, pursuant to Article V, Section 5.10 and Article VIII, Section 8.2 of the Declaration, the Trustees, at a meeting held on November 22, 2019, authorized the termination of the Series of Shares designated as “DWS Government & Agency Securities VIP” and “DWS Multisector Income VIP,” respectively, effective on or about February 27, 2020.

NOW, THEREFORE, pursuant to Article V, Section 5.12 and Article VIII, Sections 8.2 and 8.3 of the Declaration, the Trustees of the Trust, effective on the date hereof, 2020, hereby amend and restate the Trust’s Prior Designations, the terms of which are to supersede any terms set forth in the Prior Designations:

1.       The following Series of Shares and Classes thereof are established and designated, the Shares, without par value, of such Series and Classes to be subject to the terms of, and entitled to all the rights and preferences accorded to Shares of a Series, and, if applicable, a Class under, the Declaration and this amended and restated designation:

 

DWS Alternative Asset Allocation VIP Class A
  Class B
   
DWS CROCI® U.S. VIP Class A
  Class B
   
DWS Global Equity VIP Class A
   
DWS Global Income Builder VIP Class A
  Class B
   
DWS Government Money Market VIP Class A

 

 
 

 

DWS High Income VIP Class A
  Class B
   
DWS International Growth VIP Class A
  Class B
   
DWS Small Mid Cap Growth VIP Class A
   
DWS Small Mid Cap Value VIP Class A
  Class B

2.       For Shares of a Class of a Series, the relative rights and preferences of such Class shall be as determined by the Trustees of the Trust from time to time in accordance with the Declaration and set forth in the Trust’s Multi-Distribution System Plan adopted pursuant to Rule 18f-3 under the Investment Company Act of 1940, as amended, as such Plan may be amended from time to time, or as otherwise required by applicable law. The Shares of a Class of a Series shall have such other terms, features and qualifications as may be determined by the Trustees of the Trust from time to time in accordance with the Declaration and set forth in the current prospectus and statement of additional information of the Series relating to such Class, contained in the Trust’s registration statement under the Securities Act of 1933, as amended, (if applicable) as such prospectus or statement of additional information may be further supplemented from time to time.

3.       The designation of the Series and Classes hereby shall not impair the power of the Trustees from time to time to designate additional Series and Classes of Shares of the Trust.

 

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IN WITNESS WHEREOF, the undersigned, being at least a majority of the Trustees of the Trust, have executed this instrument as of this 3rd day of November 2020.

 

/s/ John W. Ballantine   /s/ William McClayton
John W. Ballantine, Trustee   William McClayton, Trustee
/s/ Dawn-Marie Driscoll   /s/ Rebecca W. Rimel
Dawn-Marie Driscoll, Trustee   Rebecca W. Rimel, Trustee
/s/ Keith R. Fox   /s/ William N. Searcy, Jr.
Keith R. Fox, Trustee   William N. Searcy, Jr., Trustee
/s/ Richard J. Herring    
Richard J. Herring, Trustee