0000088053-11-000361 Sample Contracts

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • March 2nd, 2011 • DWS Variable Series Ii • Delaware

THIS EXPENSE LIMITATION AGREEMENT (“Expense Limitation Agreement”) is made as of the 1st day of October, 2007 by and between each of the funds listed on Exhibit A hereto (as may be amended from time to time), each of which is a Massachusetts business trust, a Maryland corporation or a New York trust (each, a “Fund” and collectively, the “Funds”), and DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC., a Delaware corporation (the “Advisor”), with respect to the following:

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PARTICIPATION AGREEMENT
Participation Agreement • March 2nd, 2011 • DWS Variable Series Ii • Massachusetts

THIS AGREEMENT, dated as of the _____ day of _____________, 200_ by and among [PARTICIPATING INSURANCE COMPANY] (the "Company"), an [INSERT STATE OF INCORPORATION] life insurance company, on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A hereto as may be amended from time to time (each separate account hereinafter referred to as the "Account"), DWS VARIABLE SERIES I, DWS VARIABLE SERIES II and DWS INVESTMENTS VIT FUNDS (individually, a "Fund"), each a Massachusetts business trust created under a Declaration of Trust, as amended, DWS INVESTMENTS DISTRIBUTORS, INC. (the "Underwriter"), a Delaware corporation, and DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC., a Delaware corporation (the “Adviser”). The parties agree that a single document is being used for ease of administration and that this Agreement shall be treated as if it were a separate agreement with respect to each Fund, and each series thereof, that is a party hereto, several

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • March 2nd, 2011 • DWS Variable Series Ii • New York

AGREEMENT made this 1st day of July, 2010, between Deutsche Investment Management Americas Inc. (the “Adviser” or “DIMA”) and Global Thematic Partners, LLC (the “Sub-Adviser”).

AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • March 2nd, 2011 • DWS Variable Series Ii • Massachusetts

AGREEMENT, dated as of October 1, 2010, among DWS Variable Series II, a Massachusetts business trust (the “Trust”), on its own behalf and on behalf of each of the Funds listed on Schedule I to this Agreement (each a “Fund” and together, the “Funds”), and Deutsche Investment Management Americas Inc., a Delaware corporation (the “Administrator”), effective with respect to each Fund as of the date set out with respect to such Fund on Schedule I to this Agreement, as may be amended from time to time.

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