Deutsche Asset Management [LOGO]
A Member of the Deutsche Bank Group
Chief Executive Officer
Form N-CSR Certification under Sarbanes Oxley Act
I, Julian Sluyters, certify that:
1. I have reviewed this report, filed on behalf of Aggressive Growth
Portfolio, Blue Chip Portfolio, Large Cap Value Portfolio, Dreman
Financial Services Portfolio, Dreman High Return Portfolio, INVESCO
Dynamic Growth Portfolio, Eagle Focused Large Cap Growth Portfolio, Focus
Value + Growth Portfolio, Global Blue Chip Portfolio, Government & Agency
Securities Portfolio, Janus Growth & Income Portfolio, Janus Growth
Opportunity Portfolio, Growth Portfolio, High Income Portfolio, Index 500
Portfolio, International Select Equity Portfolio, Fixed Income Portfolio,
Turner Mid Cap Growth Portfolio, Money Portfolio, Small Cap Growth
Portfolio, Dreman Small Cap Value Portfolio, Oak Strategic Equity
Portfolio, Strategic Income Portfolio, Technology Growth Portfolio, Total
Return Portfolio, Davis Venture Vale Portfolio, MFS Strategic Value
Portfolio, Conservative Income Strategy Portfolio, Growth and Income
Strategy Portfolio, Growth Strategy Portfolio, Income and Growth Strategy
Portfolio, templeton Foreign Value Portfolio, Mercury Large Cap Core
Portfolio, a series of Scudder Variable Series II on Form N-CSR;
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations, changes in net
assets, and cash flows (if the financial statements are required to
include a statement of cash flows) of the registrant as of, and for, the
periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Rule 30a-3(c) under the Investment Company Act of 1940) and
internal control over financial reporting (as
defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the
registrant and have:
(a) Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under
our supervision, to ensure that material information relating
to the registrant, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly
during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or
caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes
in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls
and procedures, as of a date within 90 days prior to the
filing date of this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's
internal control over financial reporting that occurred during
the registrant's most recent fiscal half-year (the
registrant's second fiscal half-year in the case of an annual
report) that has materially affected, or is reasonably likely
to materially affect, the registrant's internal control over
financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the
design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the
registrant's ability to record, process, summarize, and report
financial information; and
(b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal control over financial reporting.
February 28, 2005 /s/Julian Sluyters
Julian Sluyters
Chief Executive Officer
Aggressive Growth Portfolio,
Blue Chip Portfolio, Large Cap
Value Portfolio, Dreman
Financial Services Portfolio,
Dreman High Return Portfolio,
INVESCO Dynamic Growth
Portfolio, Eagle Focused Large
Cap Growth Portfolio, Focus
Value + Growth Portfolio,
Global Blue Chip Portfolio,
Government & Agency Securities
Portfolio, Janus Growth &
Income Portfolio, Janus Growth
Opportunity Portfolio, Growth
Portfolio, High Income
Portfolio, Index 500 Portfolio,
International Select Equity
Portfolio, Fixed Income
Portfolio, Turner Mid Cap
Growth Portfolio, Money
Portfolio, Small Cap Growth
Portfolio, Dreman Small Cap
Value Portfolio, Oak Strategic
Equity Portfolio, Strategic
Income Portfolio, Technology
Growth Portfolio, Total Return
Portfolio, Davis Venture Vale
Portfolio, MFS Strategic Value
Portfolio, Conservative Income
Strategy Portfolio, Growth and
Income Strategy Portfolio,
Growth Strategy Portfolio,
Income and Growth Strategy
Portfolio, Templeton Foreign
Value Portfolio, Mercury Large
Cap Core Portfolio, a series of
Scudder Variable Series II
Deutsche Asset Management [LOGO]
A Member of the Deutsche Bank Group
Chief Financial Officer
Form N-CSR Certification under Sarbanes Oxley Act
I, Paul Schubert, certify that:
1. I have reviewed this report, filed on behalf of Aggressive Growth
Portfolio, Blue Chip Portfolio, Large Cap Value Portfolio, Dreman
Financial Services Portfolio, Dreman High Return Portfolio, INVESCO
Dynamic Growth Portfolio, Eagle Focused Large Cap Growth Portfolio, Focus
Value + Growth Portfolio, Global Blue Chip Portfolio, Government & Agency
Securities Portfolio, Janus Growth & Income Portfolio, Janus Growth
Opportunity Portfolio, Growth Portfolio, High Income Portfolio, Index 500
Portfolio, International Select Equity Portfolio, Fixed Income Portfolio,
Turner Mid Cap Growth Portfolio, Money Portfolio, Small Cap Growth
Portfolio, Dreman Small Cap Value Portfolio, Oak Strategic Equity
Portfolio, Strategic Income Portfolio, Technology Growth Portfolio, Total
Return Portfolio, Davis Venture Vale Portfolio, MFS Strategic Value
Portfolio, Conservative Income Strategy Portfolio, Growth and Income
Strategy Portfolio, Growth Strategy Portfolio, Income and Growth Strategy
Portfolio, templeton Foreign Value Portfolio, Mercury Large Cap Core
Portfolio, a series of Scudder Variable Series II on Form N-CSR;
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations, changes in net
assets, and cash flows (if the financial statements are required to
include a statement of cash flows) of the registrant as of, and for, the
periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Rule 30a-3(c) under the Investment Company Act of 1940) and
internal control over financial reporting (as
defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the
registrant and have:
(a) Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under
our supervision, to ensure that material information relating
to the registrant, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly
during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or
caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes
in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls
and procedures, as of a date within 90 days prior to the
filing date of this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's
internal control over financial reporting that occurred during
the registrant's most recent fiscal half-year (the
registrant's second fiscal half-year in the case of an annual
report) that has materially affected, or is reasonably likely
to materially affect, the registrant's internal control over
financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the
design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the
registrant's ability to record, process, summarize, and report
financial information; and
(b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal control over financial reporting.
February 28, 2005 /s/Paul Schubert
Paul Schubert
Chief Financial Officer
Aggressive Growth Portfolio,
Blue Chip Portfolio, Large Cap
Value Portfolio, Dreman
Financial Services Portfolio,
Dreman High Return Portfolio,
INVESCO Dynamic Growth
Portfolio, Eagle Focused Large
Cap Growth Portfolio, Focus
Value + Growth Portfolio,
Global Blue Chip Portfolio,
Government & Agency Securities
Portfolio, Janus Growth &
Income Portfolio, Janus Growth
Opportunity Portfolio, Growth
Portfolio, High Income
Portfolio, Index 500 Portfolio,
International Select Equity
Portfolio, Fixed Income
Portfolio, Turner Mid Cap
Growth Portfolio, Money
Portfolio, Small Cap Growth
Portfolio, Dreman Small Cap
Value Portfolio, Oak Strategic
Equity Portfolio, Strategic
Income Portfolio, Technology
Growth Portfolio, Total Return
Portfolio, Davis Venture Vale
Portfolio, MFS Strategic Value
Portfolio, Conservative Income
Strategy Portfolio, Growth and
Income Strategy Portfolio,
Growth Strategy Portfolio,
Income and Growth Strategy
Portfolio, Templeton Foreign
Value Portfolio, Mercury Large
Cap Core Portfolio, a series of
Scudder Variable Series II