EX-99.A.13 2 exa13-dvs2.htm AMENDED AND RESTATED ESTAB. AND DESIGN. OF SERIES AND CLASSES OF SHARES exa13-dvs2.htm
Exhibit (a)(13)

 
 
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 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 May 1, 2012, 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 V, Section 5.10 and 5.12 of the Declaration, the Trustees, at a meeting held on January 9, 2013, authorized the following Series name change to be effective on May 1, 2013:

·  
The Series of Shares known as DWS Dreman Small Mid Cap Value VIP is renamed “DWS Small Mid Cap Value VIP.”
 
WHEREAS, pursuant to Article V, Section 5.10 and 5.12 of the Declaration, the Trustees, at a meeting held on January 9, 2013, authorized the following Series name change to be effective on May 1, 2013:

·  
The Series of Shares known as DWS Global Thematic VIP is renamed “DWS Global Growth VIP.”
 
NOW THEREFORE, pursuant to Article V, Section 5.12 and Article VIII, Section 8.3 of the Declaration, the Trustees of the Trust, effective on May 1, 2013, 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 Diversified International Equity VIP
 Class A
  DWS Global Growth VIP

 Class A
Class B
  DWS Global Income Builder VIP
 Class A
  DWS Government & Agency Securities VIP

 Class A
Class B
  DWS High Income VIP

 Class A
Class B
  DWS Large Cap Value VIP

 Class A
Class B
  DWS Money Market VIP
 Class A
  DWS Small Mid Cap Growth VIP
 Class A
  DWS Small Mid Cap Value VIP

 Class A
Class B
   DWS Unconstrained Income VIP Class A
 
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.


 
 
 

IN WITNESS WHEREOF, the undersigned, being a majority of the Trustees of the Trust, have executed this instrument as of this 9th day of January 2013.

/as/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
/s/Richard J. Herring    /s/William McClayton
Richard J. Herring, Trustee
  
William McClayton, Trustee
/s/Rebecca W. Rimel    /s/William N. Searcy, Jr.,  
Rebecca W. Rimel, Trustee
  
William N. Searcy, Jr., Trustee
/s/Jean Gleason Stromberg    /s/Robert H. Wadsworth 
Jean Gleason Stromberg, Trustee
  
Robert H. Wadsworth, Trustee