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0000088053-07-000531 Sample Contracts

SECOND AMENDMENT TO THE AGENCY AGREEMENT
Agency Agreement • April 27th, 2007 • DWS Variable Series Ii
AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT DWS Variable Series II Two International Place Boston, Massachusetts 02110
Investment Management Agreement • April 27th, 2007 • DWS Variable Series Ii • Massachusetts

DWS VARIABLE SERIES II (the “Trust”) has been established as a Massachusetts Business Trust to engage in the business of an investment company. Pursuant to the Trust’s Declaration of Trust, as amended from time-to-time (the “Declaration”), the Board of Trustees is authorized to issue the Trust’s shares of beneficial interest (the “Shares”) in separate series, or funds. The Board of Trustees has authorized DWS Blue Chip VIP (f/k/a Scudder Blue Chip Portfolio) (the “Fund”). Series may be abolished and dissolved, and additional series established, from time to time by action of the Trustees.