EX-99.A.2 2 exa2-dvs2.htm

Exhibit (a)(2)

DWS VARIABLE SERIES II

AMENDED AND RESTATED DESIGNATION OF SERIES AND CLASSES OF

SHARES OF BENEFICIAL INTEREST

 

WHEREAS, the Trustees of DWS Variable Series II (the “Trust”), acting pursuant to the Trust’s Declaration of Trust as then in effect, had previously established and designated one or more series of shares of beneficial interest in the Trust (each, a “Series”) 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 June 2, 2008, restated the Trust’s Prior Designations, the terms of the restated designation to supersede any terms set forth in the Prior Designations;

 

WHEREAS, pursuant to Article Fifth, Section 5.12 of the Amended and Restated Declaration of Trust (the “Declaration”), the Trustees by written consent dated June 2, 2008, authorized the establishment of DWS Alternative Asset Allocation Plus VIP as an additional Series of the Trust and the establishment of the Class “A” shares of the DWS Alternative Asset Allocation Plus VIP Series of the Trust;

NOW THEREFORE, the Trustees of the Trust hereby amend and restate the Trust’s Restated Designation of Series and Classes of Shares of Beneficial Interest in its entirety as follows:

1.        The following Series of Shares and Classes thereof are established and designated, the Shares 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 restated designation:

 

 

DWS Alternative Asset Allocation Plus VIP

Class A Shares

 

 

DWS Balanced VIP

Class A Shares

 

Class B Shares

 

 

DWS Blue Chip VIP

Class A Shares

 

Class B Shares

 

 


 

DWS Conservative Allocation VIP

Class B Shares

 

 

 

DWS Core Fixed Income VIP

Class A Shares

 

Class B Shares

 

 

DWS Davis Venture Value VIP

Class A Shares

 

Class B Shares

 

 

DWS Dreman High Return Equity VIP

Class A Shares

 

Class B Shares

 

 

DWS Dreman Small Mid Cap Value VIP

Class A Shares

 

Class B Shares

 

 

DWS Global Thematic VIP

Class A Shares

 

Class B Shares

 

 

DWS Government & Agency Securities VIP

Class A Shares

 

Class B Shares

 

 

DWS Growth Allocation VIP

Class B Shares

 

 

DWS High Income VIP

Class A Shares

 

Class B Shares

 

 

DWS International Select Equity VIP

Class A Shares

 

Class B Shares

 

 

DWS Janus Growth & Income VIP

Class A Shares

 

Class B Shares

 

 

DWS Large Cap Value VIP

Class A Shares

 

Class B Shares

 

 

DWS Mid Cap Growth VIP

Class A Shares

 

Class B Shares

 

 

DWS Moderate Allocation VIP

Class B Shares

 

 

DWS Money Market VIP

Class A Shares

 

Class B Shares

 

 

DWS Small Cap Growth VIP

Class A Shares

 

Class B Shares

 


 

 

DWS Strategic Income VIP

Class A Shares

 

Class B Shares

 

 

DWS Technology VIP

Class A Shares

 

Class B Shares

 

 

DWS Turner Mid Cap Growth VIP

Class A Shares

 

Class B Shares

 

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, 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 a majority of the Trustees of the Trust, have executed this instrument as of this 10th day of June 2008.

 

/s/John W. Ballantine

 

/s/Henry P. Becton, Jr.

John W. Ballantine, Trustee

 

Henry P. Becton, Jr., Trustee

 

/s/Dawn-Marie Driscoll

 

/s/Keith R. Fox

Dawn-Marie Driscoll, Trustee

 

Keith R. Fox, Trustee

/s/Paul K. Freeman

 

/s/Kenneth C. Froewiss

Paul K. Freeman, Trustee

 

Kenneth C. Froewiss, Trustee

 

 

 

Richard J. Herring, Trustee

 

William McClayton, Trustee

/s/Rebecca W. Rimel

 

 

Rebecca W. Rimel, Trustee

 

Axel Schwarzer, Trustee

 

/s/William N. Searcy, Jr.

 

/s/Jean Gleason Stromberg

William N. Searcy, Jr., Trustee

 

Jean Gleason Stromberg, Trustee

 

 

 

 

Robert H. Wadsworth, Trustee

 

 

 

 


ADDENDUM

AMENDED & RESTATE DECLARATION OF TRUST

DATED: JUNE 2, 2008

 

Address of Trust:

 

Address of Principal Office in Massachusetts:

One Beacon Street, 14th Floor

 

Boston, Massachusetts 02108-3106

 

Address of Office Outside of Massachusetts:

345 Park Avenue

 

New York, New York 10154

 

Address of All Trustees:

 

Henry P. Becton, Jr.

9 Musketaquid Rd.

Concord, MA 01742

John W. Ballantine

1500 North Lake Shore Drive

Cape Coral, FL 33914

Dawn Marie Driscoll

4909 SW 9th Place

Wellesley, MA 02481

Keith R. Fox

22 Greylock Road

Chicago, IL 60610

Paul K. Freeman

3402 E. Eastman Avenue

Denver, CO 80210

Kenneth C. Froewiss

2 Brantwood Terrace

Short Hills, NJ 07078

Richard J. Herring

327 South Roberts Road, P.O. Box 768

Bryn Mawr, PA 19010

William McClayton

1500 North Lake Shore Drive

Chicago, IL 60610

Rebecca W. Rimmel

29048 Belchester Road

Kennedyville, MD 21645

Axel Schwarzer

345 Park Avenue

New York, NY 10154

William N. Searcy

4411 133rd St. Court NW

Gig Harbor, WA 98332

Jean Gleason Stromberg

3816 Military Road N.W.

Washington, DC 20015

Robert H. Wadsworth

6732 East Fanfol Drive

Paradise Valley, AZ 85253