N-CSRS 1 sr63018vs2.htm DEUTSCHE DWS VARIABLE SERIES II

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

 

FORM N-CSRS

 

Investment Company Act file number: 811-05002

 

Deutsche DWS Variable Series II

(Exact Name of Registrant as Specified in Charter)

 

345 Park Avenue

New York, NY 10154-0004

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s Telephone Number, including Area Code: (212) 250-2500

 

Diane Kenneally

1 International Place

Boston, MA 02110

(Name and Address of Agent for Service)

 

Date of fiscal year end: 12/31
   
Date of reporting period: 6/30/2018

 

ITEM 1. REPORT TO STOCKHOLDERS
   

Table of Contents

June 30, 2018

Semiannual Report

Deutsche DWS Variable Series II

(formerly Deutsche Variable Series II)

 

 

DWS Alternative Asset Allocation VIP

(formerly Deutsche Alternative Asset Allocation VIP)

 

LOGO


Table of Contents

Contents

 

  3      Performance Summary
  5      Portfolio Summary
  5      Portfolio Management Team
  6      Investment Portfolio
  8      Statement of Assets and Liabilities
  8      Statement of Operations
  9      Statements of Changes in Net Assets
  10      Financial Highlights
  11      Notes to Financial Statements
  15      Information About Your Fund’s Expenses
  16      Proxy Voting
  17      Advisory Agreement Board Considerations and Fee Evaluation

This report must be preceded or accompanied by a prospectus. To obtain an additional prospectus or summary prospectus, if available, call (800) 728-3337 or your financial representative. We advise you to consider the Fund’s objectives, risks, charges and expenses carefully before investing. The summary prospectus and prospectus contain this and other important information about the Fund. Please read the prospectus carefully before you invest.

Although allocation among different asset categories generally limits risk, portfolio management may favor an asset category that underperforms other assets or markets as a whole. The Fund expects to invest in underlying funds that emphasize alternatives or non-traditional asset categories or investment strategies, and as a result, it is subject to the risk factors of those underlying funds. Some of those risks include: stock market risk; the political, general economic, liquidity and currency risks of foreign investments, which may be particularly significant for emerging markets; credit and interest rate risk; floating rate loan risk; volatility in commodity prices, infrastructure and high-yield debt securities; market direction risk (market advances when short, market declines when long); and short sales risk. Because Exchange Traded Funds (ETFs) trade on a securities exchange, their shares may trade at a premium or discount to their net asset value. ETFs also incur fees and expenses so they may not fully match the performance of the indexes they are designed to track. Because Exchange Traded Notes (ETNs) are senior, unsecured, unsubordinated debt securities of an issuer (typically a bank or bank holding company), ETNs are subject to the credit risk of the issuer and may lose value due to a downgrade in the issuer’s credit rating. The returns of an ETN are linked to the performance of an underlying instrument (typically an index), minus applicable fees. ETNs typically do not make periodic interest payments and principal typically is not protected. The value of an ETN may fluctuate based on factors such as time to maturity, level of supply and demand for the ETN, volatility and lack of liquidity in the underlying assets, changes in the applicable interest rates, and economic, legal, political or geographic events that affect the underlying assets. The Fund bears its proportionate share of any fees and expenses borne by the ETN. Because ETNs trade on a securities exchange, their shares may trade at a premium or discount to their net asset value. The Fund may use derivatives, including as part of its currency and interest-rate strategies. Investing in derivatives entails special risks relating to liquidity, leverage and credit that may reduce returns and/or increase volatility. The success of the Fund’s currency and interest-rate strategies are dependent, in part, on the effectiveness and implementation of portfolio management’s proprietary models. As part of these strategies, the Fund’s exposure to foreign currencies could cause lower returns or even losses because foreign currency rates may fluctuate significantly over short periods of time for a number of reasons. The risk of loss is heightened during periods of rapid rises in interest rates. In addition, the notional amount of the Fund’s aggregate currency and interest-rate exposure resulting from these strategies may significantly exceed the net assets of the Fund. Please read prospectus for additional risks and specific details regarding the Fund’s risk profile.

The brand DWS represents DWS Group GmbH & Co. KGaA and any of its subsidiaries such as DWS Distributors, Inc. which offers investment products or DWS Investment Management Americas, Inc. and RREEF America L.L.C. which offer advisory services.

DWS Distributors, Inc., 222 South Riverside Plaza, Chicago, IL 60606, (800) 621-1148

NOT FDIC/NCUA INSURED    NO BANK GUARANTEE    MAY LOSE VALUE    NOT A DEPOSIT

NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY

 

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Table of Contents
Performance Summary   June 30, 2018 (Unaudited)

Fund performance shown is historical, assumes reinvestment of all dividend and capital gain distributions and does not guarantee future results. Investment return and principal value fluctuate with changing market conditions so that, when redeemed, shares may be worth more or less than their original cost. Current performance may be lower or higher than the performance data quoted. Please contact your participating insurance company for the Fund’s most recent month-end performance. Performance does not reflect charges and fees (“contract charges”) associated with the separate account that invests in the Fund or any variable life insurance policy or variable annuity contract for which the Fund is an investment option. These charges and fees will reduce returns. While all share classes have the same underlying portfolio, their performance will differ.

The gross expense ratios of the Fund, as stated in the fee table of the prospectus dated May 1, 2018 are 1.36% and 1.65% for Class A and Class B shares, respectively, and may differ from the expense ratios disclosed in the Financial Highlights tables in this report. These expense ratios include net expenses of the underlying funds in which the Fund invests.

Generally accepted accounting principles require adjustments to be made to the net assets of the Fund at period end for financial reporting purposes only, and as such, the total return based on the unadjusted net asset value per share may differ from the total return reported in the financial highlights.

Growth of an Assumed $10,000 Investment in DWS Alternative Asset Allocation VIP from 2/2/09 to 6/30/18

 

 

LOGO   

The Morgan Stanley Capital International (MSCI) World Index captures large and mid cap representation across 23 Developed Market countries.

 

The Bloomberg Barclays U.S. Aggregate Bond Index is an unmanaged index representing domestic taxable investment-grade bonds, with index components for government and corporate securities, mortgage pass-through securities, and asset-backed securities with an average maturity of one year or more.

 

The Blended Index is calculated using the performance of two unmanaged indices, representative of stocks (the MSCI World Index (70%)) and bonds (the Bloomberg Barclays U.S. Aggregate Bond Index (30%)). These results are summed to produce the aggregate benchmark.

 

Index returns do not reflect any fees or expenses and it is not possible to invest directly into an index.

 

Comparative Results                                   
DWS Alternative Asset
Allocation VIP
        6-Month    1-Year    3-Year    5-Year    Life of Fund*
Class A   Growth of $10,000    $9,612    $10,009    $10,338    $10,860    $16,111
    Average annual total return    –3.88%    0.09%    1.11%    1.66%    5.20%
MSCI World Index   Growth of $10,000    $10,043    $11,109    $12,765    $16,061    $30,339
    Average annual total return    0.43%    11.09%    8.48%    9.94%    12.52%
Bloomberg Barclays U.S. Aggregate Bond Index   Growth of $10,000    $9,838    $9,960    $10,525    $11,189    $13,969
  Average annual total return    –1.62%    –0.40%    1.72%    2.27%    3.62%
Blended Index   Growth of $10,000    $9,988    $10,760    $12,092    $14,492    $24,611
    Average annual total return    –0.12%    7.60%    6.54%    7.70%    10.04%

The growth of $10,000 is cumulative.

 

*

The Fund commenced offering Class A shares on February 2, 2009. The performance shown for each index is for the time period of January 31, 2009 through June 30, 2018, which is based on the performance period of the life of the Fund.

 

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Table of Contents
DWS Alternative Asset
Allocation VIP
        6-Month    1-Year    3-Year    5-Year    Life of Class**
Class B   Growth of $10,000    $9,605    $9,980    $10,246    $10,708    $14,460
    Average annual total return    –3.95%    –0.20%    0.81%    1.38%    4.13%
MSCI World Index   Growth of $10,000    $10,043    $11,109    $12,765    $16,061    $27,335
    Average annual total return    0.43%    11.09%    8.48%    9.94%    11.66%
Bloomberg Barclays U.S. Aggregate Bond Index   Growth of $10,000    $9,838    $9,960    $10,525    $11,189    $13,647
  Average annual total return    –1.62%    –0.40%    1.72%    2.27%    3.47%
Blended Index   Growth of $10,000    $9,988    $10,760    $12,092    $14,492    $21,818
    Average annual total return    –0.12%    7.60%    6.54%    7.70%    8.97%

The growth of $10,000 is cumulative.

 

** The Fund commenced offering Class B shares on May 18, 2009. The performance shown for each index is for the time period of May 31, 2009 through June 30, 2018, which is based on the performance period of the life of Class B.

 

Total returns shown for periods less than one year are not annualized.

 

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Table of Contents
Portfolio Summary   (Unaudited)

 

Asset Allocation* (As a % of Investment Portfolio excluding Cash Equivalents)    6/30/18      12/31/17  

Real Asset

     52%        49%  

DWS Enhanced Commodity Strategy Fund

     19%        14%  

iShares Global Infrastructure ETF

     10%        10%  

DWS RREEF Real Estate Securities Fund

     9%        4%  

DWS RREEF Global Real Estate Securities Fund

     7%        9%  

DWS RREEF Global Infrastructure Fund

     7%        12%  

Alternative Fixed Income

     22%        25%  

DWS Floating Rate Fund

     14%        8%  

DWS Emerging Markets Fixed Income Fund

     8%        9%  

VanEck Vectors JPMorgan EM Local Currency Bond ETF

            4%  

iShares JPMorgan USD Emerging Markets Bond ETF

            4%  

Alternative Equity

     22%        20%  

SPDR Bloomberg Barclays Convertible Securities ETF

     17%        15%  

iShares U.S. Preferred Stock ETF

     5%        5%  

Absolute Return

     4%        6%  

Invesco DB U.S. Dollar Index Bullish Fund

     4%         

DWS Global Macro Fund

     0%         

VelocityShares Daily Inverse VIX Short Term ETN

            3%  

PowersShares DB U.S. Dollar Index Bullish Fund

            2%  

ProShares Short VIX Short-Term Futures ETF

            1%  
       100%        100%  

 

* During the periods indicated, asset categories and investment strategies represented in the Fund’s portfolio fell into the following categories: Real Assets, Alternative Fixed Income, Alternative Equity, and Absolute Return. Real Asset investments have a tangible or physical aspect such as real estate or commodities. Alternative Fixed Income investments seek to offer exposure to categories generally not included in investors’ allocations and to foreign investments, many of which are not denominated in US dollars. Alternative Equity investments are investments primarily in convertible and preferred instruments that offer equity exposure. Absolute Return investments seek positive returns in all market environments or seek to increase the diversification or liquidity of the Fund’s portfolio.

Portfolio holdings and characteristics are subject to change.

For more complete details about the Fund’s investment portfolio, see page 6.

Following the Fund’s fiscal first and third quarter-end, a complete portfolio holdings listing is filed with the SEC on Form N-Q. The form will be available on the SEC’s Web site at sec.gov, and it also may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the SEC’s Public Reference Room may be obtained by calling (800) SEC-0330. The Fund’s portfolio holdings are also posted on dws.com from time to time. Please see the Fund’s current prospectus for more information.

Portfolio Management Team

Pankaj Bhatnagar, PhD, Managing Director

Darwei Kung, Managing Director

Portfolio Managers

 

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Table of Contents
Investment Portfolio   June 30, 2018 (Unaudited)

 

    Shares     Value ($)  
Mutual Funds 59.6%    

DWS Emerging Markets Fixed Income Fund “Institutional” (a)

    1,762,721       15,511,944  

DWS Enhanced Commodity Strategy Fund “Institutional” (a)

    2,976,965       35,425,879  

DWS Floating Rate Fund “Institutional” (a)

    3,180,042       26,012,745  

DWS Global Infrastructure Fund “Institutional” (a)

    917,295       13,172,365  

DWS Global Macro Fund “Institutional”* (a)

    54,415       528,912  

DWS Global Real Estate Securities Fund “Institutional” (a)

    1,564,437       13,892,205  

DWS Real Estate Securities Fund “Institutional” (a)

    802,650       16,301,818  

Total Mutual Funds
(Cost $120,023,055)

      120,845,868  
    Shares     Value ($)  
Exchange-Traded Funds 34.5%  

iShares Global Infrastructure ETF

    437,235       18,787,988  

iShares U.S. Preferred Stock ETF

    289,140       10,903,469  

Invesco DB U.S. Dollar Index Bullish Fund*

    318,413       7,941,220  

SPDR Bloomberg Barclays Convertible Securities ETF

    607,510       32,210,180  

Exchange-Traded Funds (Cost $68,016,225)

      69,842,857  
Cash Equivalents 7.9%    

DWS Central Cash Management Government Fund, 1.85% (a) (Cost $16,043,829)

    16,043,829       16,043,829  
    % of Net
Assets
    Value ($)  

Total Investment Portfolio (Cost $204,083,109)

    102.0       206,732,554  
Other Assets and Liabilities, Net     (2.0     (3,958,301
Net Assets     100.0       202,774,253  
 

 

A summary of the Fund’s transactions with affiliated Underlying DWS Funds during the period ended June 30, 2018 are as follows:

 

Value ($) at
12/31/2017
  Purchases
Cost ($)
    Sales
Proceeds ($)
    Net
Realized
Gain/
(Loss) ($)
    Net
Change in
Unrealized
Appreciation
(Depreciation) ($)
    Income ($)     Capital
Gain
Distributions ($)
    Number of
Shares at
6/30/2018
    Value ($) at
6/30/2018
 

Mutual Funds 59.6%

 

             
DWS Emerging Markets Fixed Income Fund “Institutional” (a)  
16,551,326     333,572                   (1,372,954     333,572             1,762,721       15,511,944  
DWS Enhanced Commodity Strategy Fund “Institutional” (a)  
25,128,692     10,478,939                   (181,752     108,939             2,976,965       35,425,879  
DWS Floating Rate Fund “Institutional” (a)  
13,334,203     12,846,207                   (167,665     355,207             3,180,042       26,012,745  
DWS Global Infrastructure Fund “Institutional” (a)  
20,825,265     149,112       6,879,000       (79,375     (843,637     149,113             917,296       13,172,365  
DWS Global Macro Fund “Institutional” (a)  
    530,000                   (1,088                 54,415       528,912  
DWS Global Real Estate Securities Fund “Institutional” (a)  
14,968,792     1,687,879       2,200,000       (144,866     (419,600     606,879             1,564,437       13,892,205  
DWS Real Estate Securities Fund “Institutional” (a)  
7,376,866     9,945,243       1,220,000       (233,409     433,118       107,513       67,729       802,650       16,301,818  

Cash Equivalents 7.9%

 

             
DWS Central Cash Management Government Fund, 1.85% (a)  
12,941,460     42,717,421       39,615,052                   95,872             16,043,829       16,043,829  
111,126,604     78,688,373       49,914,052       (457,650     (2,553,578     1,757,095       67,729       27,302,355       136,889,697  

 

* Non-income producing security.

 

(a) Affiliated fund managed by DWS Investment Management Americas, Inc. The rate shown is the annualized seven-day yield at period end.

SPDR: Standard & Poor’s Depositary Receipt

 

The accompanying notes are an integral part of the financial statements.

 

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Table of Contents

Fair Value Measurements

Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in three broad levels. Level 1 includes quoted prices in active markets for identical securities. Level 2 includes other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds and credit risk). Level 3 includes significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments). The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities.

The following is a summary of the inputs used as of June 30, 2018 in valuing the Fund’s investments. For information on the Fund’s policy regarding the valuation of investments, please refer to the Security Valuation section of Note A in the accompanying Notes to Financial Statements.

 

Assets   Level 1     Level 2     Level 3      Total  
Mutual Funds   $ 120,845,868     $                 —     $                 —      $ 120,845,868  
Exchange-Traded Funds     69,842,857                    69,842,857  
Short-Term Investment     16,043,829                    16,043,829  
Total   $ 206,732,554     $     $      $ 206,732,554  

There have been no transfers between fair value measurement levels during the period ended June 30, 2018.

 

The accompanying notes are an integral part of the financial statements.

 

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Table of Contents

Statement of Assets and Liabilities

 

as of June 30, 2018 (Unaudited)        
Assets        
Investments in affiliated Underlying Funds, at value (cost $136,066,884)   $ 136,889,697  
Investments in non-affiliated Underlying Funds, at value (cost $68,016,225)     69,842,857  
Cash     10,000  
Receivable for investments sold     2,098,861  
Receivable for Fund shares sold     238,386  
Interest receivable     17,513  
Other assets     1,915  
Total assets     209,099,229  
Liabilities        
Payable for investments purchased     6,171,261  
Payable for Fund shares redeemed     49,682  
Accrued Trustees’ fees     2,636  
Other accrued expenses and payables     101,397  
Total liabilities     6,324,976  
Net assets, at value   $ 202,774,253  
Net Assets Consist of        
Undistributed net investment income     2,522,987  
Net unrealized appreciation (depreciation) on investments     2,649,445  
Accumulated net realized gain (loss)     (13,304,222
Paid-in capital     210,906,043  
Net assets, at value   $ 202,774,253  

Class A

 
Net Asset Value, offering and redemption price per share ($27,287,891 ÷ 2,131,306 outstanding shares of beneficial interest, no par value, unlimited number of shares authorized)   $ 12.80  

Class B

 
Net Asset Value, offering and redemption price per share ($175,486,362 ÷ 13,698,639 outstanding shares of beneficial interest, no par value, unlimited number of shares authorized)   $ 12.81  

     Statement of Operations

 

for the six months ended June 30, 2018 (Unaudited)  
Investment Income        
Income:  
Income distributions from affiliated
Underlying Funds
  $ 1,757,095  
Dividends     1,081,746  
Total income     2,838,841  
Expenses:  
Management fee     542,098  
Administration fee     94,072  
Record keeping fees (Class B)     62,468  
Services to shareholders     1,697  
Distribution service fee (Class B)     201,733  
Custodian fee     3,169  
Professional fees     36,528  
Reports to shareholders     21,563  
Registration fees     20  
Trustees’ fees and expenses     8,574  
Other     2,882  
Total expenses before expense reductions     974,804  
Expense reductions     (599,686
Total expenses after expense reductions     375,118  
Net investment income (loss)     2,463,723  
Realized and Unrealized Gain (Loss)        
Net realized gain (loss) from:  
Sale of affiliated Underlying Funds     (457,650
Sale of non-affiliated Underlying Funds     (6,362,026
Capital gain distributions from affiliated
Underlying Funds
    67,729  
      (6,751,947
Change in net unrealized appreciation (depreciation) on investments  
Affiliated Underlying Funds     (2,553,578
Non-affiliated Underlying Funds     (470,209
      (3,023,787
Net gain (loss)     (9,775,734
Net increase (decrease) in net assets resulting from operations   $ (7,312,011
 

 

The accompanying notes are an integral part of the financial statements.

 

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Statements of Changes in Net Assets

 

Increase (Decrease) in Net Assets   Six Months
Ended
June 30, 2018
(Unaudited)
   

Year Ended
December 31,
2017

 
Operations:    
Net investment income   $ 2,463,723     $ 3,728,776  
Net realized gain (loss)     (6,751,947     (2,891,098
Change in net unrealized appreciation (depreciation)     (3,023,787     10,090,153  
Net increase (decrease) in net assets resulting from operations     (7,312,011     10,927,831  
Distributions to shareholders from:    
Net investment income:    

Class A

    (576,122     (586,944

Class B

    (3,035,192     (2,539,240
Total distributions     (3,611,314     (3,126,184
Fund share transactions:    

Class A

   
Proceeds from shares sold     2,408,187       4,259,606  
Reinvestment of distributions     576,122       586,944  
Payments for shares redeemed     (1,047,392     (3,329,766
Net increase (decrease) in net assets from Class A share transactions     1,936,917       1,516,784  

Class B

   
Proceeds from shares sold     31,477,774       53,356,061  
Reinvestment of distributions     3,035,192       2,539,240  
Payments for shares redeemed     (6,596,449     (12,561,333
Net increase (decrease) in net assets from Class B share transactions     27,916,517       43,333,968  
Increase (decrease) in net assets     18,930,109       52,652,399  
Net assets at beginning of period     183,844,144       131,191,745  
Net assets at end of period (including undistributed net investment income of $2,522,987 and $3,670,578, respectively)   $ 202,774,253     $ 183,844,144  
Other Information                

Class A

   
Shares outstanding at beginning of period     1,982,448       1,866,984  
Shares sold     183,571       321,873  
Shares issued to shareholders in reinvestment of distributions     45,507       45,046  
Shares redeemed     (80,220     (251,455
Net increase (decrease) in Class A shares     148,858       115,464  
Shares outstanding at end of period     2,131,306       1,982,448  

Class B

   
Shares outstanding at beginning of period     11,540,895       8,257,413  
Shares sold     2,417,908       4,038,118  
Shares issued to shareholders in reinvestment of distributions     239,557       194,727  
Shares redeemed     (499,721     (949,363
Net increase (decrease) in Class B shares     2,157,744       3,283,482  
Shares outstanding at end of period     13,698,639       11,540,895  

 

The accompanying notes are an integral part of the financial statements.

 

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Table of Contents

Financial Highlights

 

    Six Months
Ended 6/30/18
    Years Ended December 31,  
Class A   (Unaudited)     2017     2016     2015     2014     2013  
Selected Per Share Data                                                
Net asset value, beginning of period   $ 13.61     $ 12.97     $ 12.60     $ 13.88     $ 13.75     $ 13.90  
Income (loss) from investment operations:            

Net investment incomea

    .18       .33       .35       .29       .36       .26  

Net realized and unrealized gain (loss)

    (.71     .62       .31       (1.13     .13       (.13

Total from investment operations

    (.53     .95       .66       (.84     .49       .13  
Less distributions from:            

Net investment income

    (.28     (.31     (.29     (.41     (.27     (.28

Net realized gains

                      (.03     (.09      

Total distributions

    (.28     (.31     (.29     (.44     (.36     (.28
Net asset value, end of period   $ 12.80     $ 13.61     $ 12.97     $ 12.60     $ 13.88     $ 13.75  
Total Return (%)b,c     (3.88 )**      7.41       5.30       (6.29     3.50       .93  
Ratios to Average Net Assets and Supplemental Data                                                
Net assets, end of period ($ millions)     27       27       24       21       20       15  
Ratio of expenses before expense reductions (%)d,e     .76 *      .64       .56       .53       .56       .64  
Ratio of expenses after expense reductions (%)d,e     .15 *      .19       .27       .33       .32       .27  
Ratio of net investment income (%)     2.81 *      2.50       2.70       2.19       2.54       1.86  
Portfolio turnover rate (%)     23 **      55       51       21       28       40  

 

    Six Months
Ended 6/30/18
    Years Ended December 31,  
Class B   (Unaudited)     2017     2016     2015     2014     2013  
Selected Per Share Data                                                
Net asset value, beginning of period   $ 13.59     $ 12.96     $ 12.59     $ 13.87     $ 13.74     $ 13.88  
Income (loss) from investment operations:            

Net investment incomea

    .17       .31       .31       .25       .31       .22  

Net realized and unrealized gain (loss)

    (.71     .59       .31       (1.12     .14       (.11

Total from investment operations

    (.54     .90       .62       (.87     .45       .11  
Less distributions from:            

Net investment income

    (.24     (.27     (.25     (.38     (.23     (.25

Net realized gains

                      (.03     (.09      

Total distributions

    (.24     (.27     (.25     (.41     (.32     (.25
Net asset value, end of period   $ 12.81     $ 13.59     $ 12.96     $ 12.59     $ 13.87     $ 13.74  
Total Return (%)b,c     (3.95 )**      7.01       4.99       (6.54     3.24       .75  
Ratios to Average Net Assets and Supplemental Data                                                
Net assets, end of period ($ millions)     175       157       107       88       94       84  
Ratio of expenses before expense reductions (%)d,e     1.08 *      .93       .85       .83       .86       .93  
Ratio of expenses after expense reductions (%)d,e     .44 *      .48       .57       .62       .57       .52  
Ratio of net investment income (%)     2.59 *      2.31       2.45       1.84       2.22       1.57  
Portfolio turnover rate (%)     23 **      55       51       21       28       40  

 

a  Based on average shares outstanding during the period.
b  Total return would have been lower had certain expenses not been reduced.
c  Total return would have been lower if the Advisor had not reduced some Underlying DWS Funds’ expenses.
d  The Fund invests in other Funds and indirectly bears its proportionate share of fees and expenses incurred by the Underlying Funds in which the Fund is invested. This ratio does not include these indirect fees and expenses.
e  Expense ratio does not reflect charges and fees associated with the separate account that invests in the Fund or any variable life insurance policy or variable annuity contract for which the Fund is an investment option.
*  Annualized
** Not annualized

 

The accompanying notes are an integral part of the financial statements.

 

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Notes to Financial Statements   (Unaudited)

A. Organization and Significant Accounting Policies

DWS Alternative Asset Allocation VIP (formerly Deutsche Alternative Asset Allocation VIP) (the “Fund”) is a diversified series of Deutsche DWS Variable Series II (formerly Deutsche Variable Series II) (the “Trust”), which is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company organized as a Massachusetts business trust. The Fund mainly invests in other affiliated DWS funds (i.e., mutual funds, exchange-traded funds and other pooled investment vehicles managed by DWS Investment Management Americas, Inc. or one of its affiliates, together the “Underlying DWS Funds”), non-affiliated exchange-traded funds (“Non-affiliated ETFs”), non-affiliated exchange-traded notes (“Non-affiliated ETNs”) and derivative investments. Non-affiliated ETFs, Non-affiliated ETNs and Underlying DWS Funds are collectively referred to as “Underlying Funds.” During the six months ended June 30, 2018, the Fund primarily invested in Underlying DWS Funds and non-affiliated ETFs. Each Underlying DWS Fund’s accounting policies and investment holdings are outlined in the Underlying DWS Funds’ financial statements and are available upon request.

Multiple Classes of Shares of Beneficial Interest. The Fund offers two classes of shares (Class A shares and Class B shares). Sales of Class B shares are subject to recordkeeping fees up to 0.15% and Rule 12b-1 fees under the 1940 Act equal to an annual rate of 0.25% of the average daily net assets of the Class B shares of the Fund. Class A shares are not subject to such fees.

Investment income, realized and unrealized gains and losses, and certain fund-level expenses and expense reductions, if any, are borne pro rata on the basis of relative net assets by the holders of all classes of shares except that each class bears certain expenses unique to that class (including the applicable Rule 12b-1 fee). Differences in class-level expenses may result in payment of different per share dividends by class. All shares have equal rights with respect to voting subject to class-specific arrangements.

The Fund’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) which require the use of management estimates. Actual results could differ from those estimates. The Fund qualifies as an investment company under Topic 946 of Accounting Standards Codification of U.S. GAAP. The policies described below are followed consistently by the Fund in the preparation of its financial statements.

Security Valuation. Investments are stated at value determined as of the close of regular trading on the New York Stock Exchange on each day the exchange is open for trading.

Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in three broad levels. Level 1 includes quoted prices in active markets for identical securities. Level 2 includes other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds and credit risk). Level 3 includes significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments). The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities.

Investments in mutual funds are valued at the net asset value per share of each class of the Underlying DWS Funds and are categorized as Level 1.

ETFs and ETNs are valued at the most recent sale price or official closing price reported on the exchange (U.S. or foreign) or over-the-counter market on which they trade. ETFs and ETNs for which no sales are reported are valued at the calculated mean between the most recent bid and asked quotations on the relevant market or, if a mean cannot be determined, at the most recent bid quotation. ETFs and ETNs securities are generally categorized as Level 1.

Disclosure about the classification of fair value measurements is included in a table following the Fund’s Investment Portfolio.

Federal Income Taxes. The Fund’s policy is to comply with the requirements of the Internal Revenue Code, as amended, which are applicable to regulated investment companies and to distribute all of its taxable income to its shareholders.

At December 31, 2017, the Fund had approximately $3,706,000 of long-term tax basis capital loss carryforwards, which may be applied against realized net taxable capital gains indefinitely.

 

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At December 31, 2017, the aggregate cost of investments for federal income tax purposes was $186,290,624. The net unrealized appreciation for all investments based on tax cost was $2,826,696. This consisted of aggregate gross unrealized appreciation for all investments in which there was an excess of value over tax cost of $7,332,590 and aggregate gross unrealized depreciation for all investments in which there was an excess of tax cost over value of $4,505,894.

The Fund has reviewed the tax positions for the open tax years as of December 31, 2017 and has determined that no provision for income tax and/or uncertain tax positions is required in the Fund’s financial statements. The Fund’s federal tax returns for the prior three fiscal years remain open subject to examination by the Internal Revenue Service.

Distribution of Income and Gains. Distributions from net investment income of the Fund, if any, are declared and distributed to shareholders annually. Net realized gains from investment transactions, in excess of available capital loss carryforwards, would be taxable to the Fund if not distributed and, therefore, will be distributed to shareholders at least annually. The Fund may also make additional distributions for tax purposes if necessary.

The timing and characterization of certain income and capital gain distributions are determined annually in accordance with federal tax regulations which may differ from accounting principles generally accepted in the United States of America. These differences primarily relate to certain securities sold at a loss and capital gain distributions from Underlying Funds. As a result, net investment income (loss) and net realized gain (loss) on investment transactions for a reporting period may differ significantly from distributions during such period. Accordingly, the Fund may periodically make reclassifications among certain of its capital accounts without impacting the net asset value of the Fund.

The tax character of current year distributions will be determined at the end of the current fiscal year.

Expenses. Expenses of the Trust arising in connection with a specific fund are allocated to that fund. Other Trust expenses which cannot be directly attributed to a fund are apportioned among the funds in the Trust based upon the relative net assets or other appropriate measures.

Contingencies. In the normal course of business, the Fund may enter into contracts with service providers that contain general indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet been made. However, based on experience, the Fund expects the risk of loss to be remote.

Other. Investment transactions are accounted for on a trade date plus one basis for daily net asset value calculations. However, for financial reporting purposes, investment transactions are reported on trade date. Interest income is recorded on the accrual basis. Dividend Income is recorded on the ex-dividend date. Distributions of income and capital gains from the Underlying Funds are recorded on the ex-dividend date. Realized gains and losses from investment transactions are recorded on an identified cost basis.

B. Purchases and Sales of Securities

During the six months ended June 30, 2018, purchases and sales of affiliated Underlying Funds (excluding money market funds) aggregated $35,970,952 and $10,299,000, respectively. Purchases and sales of Non-affiliated ETFs aggregated $28,935,846 and $31,070,391, respectively.

C. Related Parties

Management Agreement. Under the Investment Management Agreement with DWS Investment Management Americas, Inc. (formerly Deutsche Investment Management Americas Inc.) (“DIMA” or the “Advisor”), an indirect, wholly owned subsidiary of DWS Group GmbH & Co. KGaA (“DWS Group”), the Advisor directs the investments of the Fund in accordance with its investment objectives, policies and restrictions. The Advisor determines the securities, instruments and other contracts relating to investments in Underlying Funds to be purchased, sold or entered into by the Fund or delegates such responsibility to the Fund’s subadvisors.

RREEF America L.L.C. (“RREEF”), an indirect, wholly owned subsidiary of DWS Group, acts as an investment subadvisor to the Fund. As an investment subadvisor to the Fund, RREEF provides investment management services to the portions of the Fund’s portfolio allocated to direct investments in global real estate and global infrastructure securities. RREEF is paid by the Advisor for the services RREEF provides to the Fund. As of the date of this report, the Fund obtained its exposure to global real estate and global infrastructure securities indirectly through investments in other Underlying DWS Funds.

 

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The Fund does not invest in the Underlying DWS Funds for the purpose of exercising management or control; however, investments within the set limits may represent 5% or more of an Underlying DWS Fund’s outstanding shares. At June 30, 2018, the Fund held approximately 20% of DWS Emerging Markets Fixed Income Fund and 8% of DWS Floating Rate Fund. Pursuant to the Investment Management Agreement with the Advisor, the Fund pays a monthly management fee based on the Fund’s average daily net assets, computed and accrued daily and payable monthly, at the following annual rates:

 

On assets invested in other DWS Funds     .20
On assets invested in all other assets not considered DWS Funds     1.20

Accordingly, for the six months ended June 30, 2018, the fee pursuant to the Investment Management Agreement was equivalent to an annualized rate (exclusive of any applicable waivers/reimbursements) of 0.58% of the Fund’s average daily net assets.

In addition, the Advisor will receive management fees from managing the Underlying DWS Funds in which the Fund invests.

For the period from January 1, 2018 through September 30, 2018, the Advisor has contractually agreed to waive its fees and/or reimburse certain operating expenses to the extent necessary to maintain the total annual operating expenses (excluding certain expenses such as extraordinary expenses, taxes, brokerage, interest expense and Underlying Funds) of each class as follows:

 

Class A     .23
Class B     .53

In addition, the Advisor has contractually agreed to waive its fees and/or reimburse fund expenses for the period January 1, 2018 through September 30, 2018 to the extent necessary to maintain the fund’s total annual operating expenses (including indirect expenses of Underlying Funds and excluding certain expenses such as extraordinary expenses, taxes, brokerage and interest expenses) of each class as follows:

 

Class A     .86
Class B     1.15

For the six months ended June 30, 2018, the Advisor has voluntarily agreed to waive 0.15% of its management fee.

For the six months ended June 30, 2018, fees waived and/or expenses reimbursed for each class are as follows:

 

Class A   $ 81,068  
Class B     518,618  
    $ 599,686  

The Fund indirectly bears its proportionate share of fees and expenses incurred by the Underlying Funds in which it is invested.

Administration Fee. Pursuant to an Administrative Services Agreement, DIMA provides most administrative services to the Fund. For all services provided under the Administrative Services Agreement, the Fund pays DIMA an annual fee (“Administration Fee”) of 0.10% of the Fund’s average daily net assets, computed and accrued daily and payable monthly. For the six months ended June 30, 2018, the Administration Fee was $94,072, of which $16,409 is unpaid.

Service Provider Fees. DWS Service Company (“DSC”), an affiliate of the Advisor, is the transfer agent, dividend-paying agent and shareholder service agent for the Fund. Pursuant to a sub-transfer agency agreement between DSC and DST Systems, Inc. (“DST”), DSC has delegated certain transfer agent, dividend-paying agent and shareholder service agent functions to DST. DSC compensates DST out of the shareholder servicing fee it receives from the Fund. For the six months ended June 30, 2018, the amounts charged to the Fund by DSC were as follows:

 

Services to Shareholders   Total
Aggregated
    Unpaid at
June 30, 2018
 
Class A   $ 65     $ 21  
Class B     121       39  
    $ 186     $ 60  

 

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Distribution Service Agreement. Under the Fund’s Class B 12b-1 plan, DWS AM Distributors, Inc. (“DDI”) received a fee (“Distribution Service Fee”) of 0.25% of average daily net assets of Class B shares. For the six months ended June 30, 2018, the Distribution Service Fee aggregated $201,733, of which $35,433 is unpaid.

Typesetting and Filing Service Fees. Under an agreement with DIMA, DIMA is compensated for providing certain pre-press and regulatory filing services to the Fund. For the six months ended June 30, 2018, the amount charged to the Fund by DIMA included in the Statement of Operations under “Reports to shareholders” aggregated $5,838, of which $5,091 is unpaid.

Trustees’ Fees and Expenses. The Fund paid retainer fees to each Trustee not affiliated with the Advisor, plus specified amounts to the Board Chairperson and Vice Chairperson and to each committee Chairperson.

Affiliated Cash Management Vehicles. The Fund may invest uninvested cash balances in DWS Central Cash Management Government Fund and DWS Variable NAV Money Fund, affiliated money market funds which are managed by the Advisor. Each affiliated money market fund is managed in accordance with Rule 2a-7 under the 1940 Act, which governs the quality, maturity, diversity and liquidity of instruments in which a money market fund may invest. DWS Central Cash Management Government Fund seeks to maintain a stable net asset value, and DWS Variable NAV Money Fund maintains a floating net asset value. The Fund indirectly bears its proportionate share of the expenses of each affiliated money market fund in which it invests. DWS Central Cash Management Government Fund does not pay the Advisor an investment management fee.

D. Ownership of the Fund

At June 30, 2018, one participating insurance company was the owner of record of 10% or more of the total outstanding Class A shares of the Fund, owning 88%. Three participating insurance companies were the owner of record of 10% or more of the total outstanding Class B shares of the Fund, each owning 54%, 31% and 10%, respectively.

E. Name Changes

In connection with adoption of the DWS brand, effective July 2, 2018, Deutsche Investment Management Americas Inc., the Advisor, was renamed to DWS Investment Management Americas, Inc. In addition, the “Deutsche Funds” became known as the “DWS Funds.” As a result, Deutsche Variable Series II was renamed Deutsche DWS Variable Series II and Deutsche Alternative Asset Allocation VIP was renamed DWS Alternative Asset Allocation VIP.

 

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Information About Your Fund’s Expenses   (Unaudited)

As an investor of the Fund, you incur two types of costs: ongoing expenses and transaction costs. Ongoing expenses include management fees, distribution and service (12b-1) fees and other Fund expenses. Examples of transaction costs include contract charges, which are not shown in this section. The following tables are intended to help you understand your ongoing expenses (in dollars) of investing in the Fund and to help you compare these expenses with the ongoing expenses of investing in other mutual funds. In addition to the ongoing expenses which the Fund bears directly, the Fund’s shareholders indirectly bear the expense of the Underlying Funds in which the Fund invests. These expenses are not included in the Fund’s annualized expense ratios used to calculate the expense estimate in the tables. In the most recent six-month period, the Fund limited the ongoing expenses the Fund bears directly; had it not done so, expenses would have been higher. The examples in the table are based on an investment of $1,000 invested at the beginning of the six-month period and held for the entire period (January 1, 2018 to June 30, 2018).

The tables illustrate your Fund’s expenses in two ways:

 

  Actual Fund Return. This helps you estimate the actual dollar amount of ongoing expenses (but not transaction costs) paid on a $1,000 investment in the Fund using the Fund’s actual return during the period. To estimate the expenses you paid over the period, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the “Expenses Paid per $1,000” line under the share class you hold.

 

  Hypothetical 5% Fund Return. This helps you to compare your Fund’s ongoing expenses (but not transaction costs) with those of other mutual funds using the Fund’s actual expense ratio and a hypothetical rate of return of 5% per year before expenses. Examples using a 5% hypothetical Fund return may be found in the shareholder reports of other mutual funds. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period.

Please note that the expenses shown in these tables are meant to highlight your ongoing expenses only and do not reflect any transaction costs. The “Expenses Paid per $1,000” line of the tables is useful in comparing ongoing expenses only and will not help you determine the relative total expense of owning different funds. If these transaction costs had been included, your costs would have been higher.

 

Expenses and Value of a $1,000 Investment for the six months ended June 30, 2018  
Actual Fund Return   Class A     Class B  
Beginning Account Value 1/1/18   $ 1,000.00     $ 1,000.00  
Ending Account Value 6/30/18   $ 961.20     $ 960.50  
Expenses Paid per $1,000*   $ .73     $ 2.14  
Hypothetical 5% Fund Return     Class A       Class B  
Beginning Account Value 1/1/18   $ 1,000.00     $ 1,000.00  
Ending Account Value 6/30/18   $ 1,024.05     $ 1,022.61  
Expenses Paid per $1,000*   $ .75     $ 2.21  

 

* Expenses are equal to the Fund’s annualized expense ratio for each share class, multiplied by the average account value over the period, multiplied by 181 (the number of days in the most recent six-month period), then divided by 365.

 

Annualized Expense Ratios**   Class A     Class B  
Deutsche DWS Variable Series II — DWS Alternative Asset Allocation VIP     .15     .44

 

** The Fund invests in other funds and indirectly bears its proportionate share of fees and expenses incurred by the Underlying Funds in which the Fund is invested. These ratios do not include these indirect fees and expenses.

For more information, please refer to the Fund’s prospectus.

These tables do not reflect charges and fees (“contract charges”) associated with the separate account that invests in the Fund or any variable life insurance policy or variable annuity contract for which the Fund is an investment option.

For an analysis of the fees associated with an investment in the Fund or similar funds, please refer to the current and hypothetical expense calculators for Variable Insurance Products which can be found at dws.com/calculators.

 

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Proxy Voting

The Trust’s policies and procedures for voting proxies for portfolio securities and information about how the Trust voted proxies related to its portfolio securities during the most recent 12-month period ended June 30 are available on our Web site — dws.com/en-us/resources/proxy-voting — or on the SEC’s Web site — sec.gov. To obtain a written copy of the Trust’s policies and procedures without charge, upon request, call us toll free at (800) 728-3337.

 

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Advisory Agreement Board Considerations and Fee Evaluation

The Board of Trustees (hereinafter referred to as the “Board” or “Trustees”) approved the renewal of Deutsche Alternative Asset Allocation VIP’s (now known as DWS Alternative Asset Allocation VIP) (the “Fund”) investment management agreement (the “Agreement”) with Deutsche Investment Management Americas Inc. (now known as DWS Investment Management Americas, Inc.) (“DIMA”) and sub-advisory agreement (the “Sub-Advisory Agreement” and together with the Agreement, the “Agreements”) between DIMA and RREEF America L.L.C. (“RREEF”), an affiliate of DIMA, in September 2017.

In terms of the process that the Board followed prior to approving the Agreements, shareholders should know that:

 

 

During the entire process, all of the Fund’s Trustees were independent of DIMA and its affiliates (the “Independent Trustees”).

 

 

The Board met frequently during the past year to discuss fund matters and dedicated a substantial amount of time to contract review matters. Over the course of several months, the Board’s Contract Committee reviewed extensive materials received from DIMA, independent third parties and independent counsel. These materials included an analysis of the Fund’s performance, fees and expenses, and profitability from a fee consultant retained by the Fund’s Independent Trustees (the “Fee Consultant”). Based on its evaluation of the information provided, the Contract Committee presented its findings and recommendations to the Board. The Board then reviewed the Contract Committee’s findings and recommendations.

 

 

The Board also received extensive information throughout the year regarding performance of the Fund.

 

 

The Independent Trustees regularly met privately with counsel to discuss contract review and other matters. In addition, the Independent Trustees were advised by the Fee Consultant in the course of their review of the Fund’s contractual arrangements and considered a comprehensive report prepared by the Fee Consultant in connection with their deliberations.

 

 

In connection with reviewing the Agreements, the Board also reviewed the terms of the Fund’s Rule 12b-1 plan, distribution agreement, administrative services agreement, transfer agency agreement and other material service agreements.

In connection with the contract review process, the Contract Committee and the Board considered the factors discussed below, among others. The Board also considered that DIMA has managed the Fund since its inception, and the Board believes that a long-term relationship with a capable, conscientious advisor is in the best interests of the Fund. The Board considered, generally, that shareholders chose to invest or remain invested in the Fund knowing that DIMA managed the Fund. DIMA and RREEF are part of Deutsche Bank AG’s (“Deutsche Bank”) Asset Management (“Deutsche AM”) division. Deutsche AM is a global asset management business that offers a wide range of investing expertise and resources, including research capabilities in many countries throughout the world.

As part of the contract review process, the Board carefully considered the fees and expenses of each Deutsche fund overseen by the Board in light of the fund’s performance. In many cases, this led to the negotiation and implementation of expense caps. As part of these negotiations, the Board indicated that it would consider relaxing these caps in future years following sustained improvements in performance, among other considerations.

While shareholders may focus primarily on fund performance and fees, the Fund’s Board considers these and many other factors, including the quality and integrity of DIMA’s and RREEF’s personnel and administrative support services provided by DIMA, such as back-office operations, fund valuations, and compliance policies and procedures.

Nature, Quality and Extent of Services. The Board considered the terms of the Agreements, including the scope of advisory services provided under the Agreements. The Board noted that, under the Agreements, DIMA and RREEF provide portfolio management services to the Fund and that, pursuant to a separate administrative services agreement, DIMA provides administrative services to the Fund. The Board considered the experience and skills of senior management and investment personnel and the resources made available to such personnel. Throughout the course of the year, the Board also received information regarding DIMA’s oversight of fund sub-advisers, including RREEF. The Board reviewed the Fund’s performance over short-term and long-term periods and compared those returns to various agreed-upon performance measures, including market index(es) and a peer universe compiled using information supplied by Morningstar Direct (“Morningstar”), an independent fund data service. The Board also noted that it has

 

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put into place a process of identifying “Funds in Review” (e.g., funds performing poorly relative to a peer universe), and receives additional reporting from DIMA regarding such funds and, where appropriate, DIMA’s plans to address underperformance. The Board believes this process is an effective manner of identifying and addressing underperforming funds. Based on the information provided, the Board noted that, for the one-, three- and five-year periods ended December 31, 2016, the Fund’s performance (Class A shares) was in the 1st quartile, 2nd quartile and 1st quartile, respectively, of the applicable Morningstar universe (the 1st quartile being the best performers and the 4th quartile being the worst performers). The Board also observed that the Fund has underperformed its benchmark in the one-, three- and five-year periods ended December 31, 2016.

Fees and Expenses. The Board considered the Fund’s investment management fee schedule, sub-advisory fee schedule, operating expenses and total expense ratios, and comparative information provided by Broadridge Financial Solutions, Inc. (“Broadridge”) and the Fee Consultant regarding investment management fee rates paid to other investment advisors by similar funds (1st quartile being the most favorable and 4th quartile being the least favorable). With respect to management fees paid to other investment advisors by similar funds, the Board noted that the contractual fee rates paid by the Fund, which include a 0.10% fee paid to DIMA under the Fund’s administrative services agreement, were higher than the median (3rd quartile) of the applicable Broadridge peer group (based on Broadridge data provided as of December 31, 2016). The Board noted that, since inception, DIMA has waived voluntarily a portion (0.15%) of the Fund’s management fee. With respect to any sub-advisory fee paid to RREEF, the Board noted that the fee is paid by DIMA out of its fee and not directly by the Fund. The Board noted the Fund’s total (net) operating expenses and noted that the expense limitations agreed to by DIMA were expected to help the Fund’s total (net) operating expenses remain competitive. The Board considered the Fund’s management fee rate as compared to fees charged by DIMA to comparable Deutsche U.S. registered funds (“Deutsche Funds”) and considered differences between the Fund and the comparable Deutsche Funds. The information requested by the Board as part of its review of fees and expenses also included information about institutional accounts (including any sub-advised funds and accounts) and funds offered primarily to European investors (“Deutsche Europe funds”) managed by Deutsche AM. The Board noted that DIMA indicated that Deutsche AM does not manage any institutional accounts or Deutsche Europe funds comparable to the Fund.

On the basis of the information provided, the Board concluded that management fees were reasonable and appropriate in light of the nature, quality and extent of services provided by DIMA and RREEF.

Profitability. The Board reviewed detailed information regarding revenues received by DIMA from advising the Deutsche Funds along with the estimated costs to DIMA, and pre-tax profits realized by DIMA, from advising the Deutsche Funds. The Board also received information regarding the estimated enterprise-wide profitability of DIMA and its affiliates with respect to all fund services in totality. The Board did not receive profitability information with respect to the Fund, but did receive such information with respect to the funds in which the Fund invests. The Board also reviewed certain publicly available information regarding the profitability of certain similar investment management firms. The Board noted that, while information regarding the profitability of such firms is limited (and in some cases is not necessarily prepared on a comparable basis), DIMA and its affiliates’ overall profitability with respect to the Deutsche Funds (after taking into account distribution and other services provided to the funds by DIMA and its affiliates) was lower than the overall profitability levels of most comparable firms for which such data was available.

Economies of Scale. The Board considered whether there are economies of scale with respect to the management of the Fund and whether the Fund benefits from any economies of scale. In this regard, the Board observed that while the Fund’s current investment management fee schedule does not include breakpoints, the Fund’s fee schedule represents an appropriate sharing between the Fund and DIMA of such economies of scale as may exist in the management of the Fund at current asset levels.

Other Benefits to DIMA and Its Affiliates. The Board also considered the character and amount of other incidental benefits received by DIMA and its affiliates, including any fees received by DIMA for administrative services provided to the Fund, any fees received by an affiliate of DIMA for transfer agency services provided to the Fund and any fees received by an affiliate of DIMA for distribution services. The Board also considered benefits to DIMA related to brokerage and soft-dollar allocations, including allocating brokerage to pay for research generated by parties other than the executing broker dealers, which pertain primarily to funds investing in equity securities. In addition, the Board considered the incidental public relations benefits to DIMA related to Deutsche Funds advertising and cross-selling opportunities among DIMA products and services. The Board considered these benefits in reaching its conclusion that the Fund’s management fees were reasonable.

 

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Compliance. The Board considered the significant attention and resources dedicated by DIMA to documenting and enhancing its compliance processes in recent years. The Board noted in particular (i) the experience, seniority and time commitment of the individuals serving as DIMA’s and the Fund’s chief compliance officers; (ii) the large number of DIMA compliance personnel; and (iii) the substantial commitment of resources by DIMA and its affiliates to compliance matters.

Based on all of the information considered and the conclusions reached, the Board unanimously determined that the continuation of the Agreements is in the best interests of the Fund. In making this determination, the Board did not give particular weight to any single factor identified above. The Board considered these factors over the course of numerous meetings, certain of which were in executive session with only the Independent Trustees and counsel present. It is possible that individual Independent Trustees may have weighed these factors differently in reaching their individual decisions to approve the continuation of the Agreements.

 

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Table of Contents
LOGO  

VS2AAA-3 (R-028379-7 8/18)

 


Table of Contents

June 30, 2018

Semiannual Report

Deutsche DWS Variable Series II

(formerly Deutsche Variable Series II)

 

 

DWS CROCI® U.S. VIP

(formerly Deutsche CROCI® U.S. VIP)

 

LOGO


Table of Contents

Contents

 

  3      Performance Summary
  4      Portfolio Summary
  4      Portfolio Management Team
  5      Investment Portfolio
  7      Statement of Assets and Liabilities
  7      Statement of Operations
  8      Statements of Changes in Net Assets
  9      Financial Highlights
  10      Notes to Financial Statements
  15      Information About Your Fund’s Expenses
  16      Proxy Voting
  17      Advisory Agreement Board Considerations and Fee Evaluation

 

This report must be preceded or accompanied by a prospectus. To obtain an additional prospectus or summary prospectus, if available, call (800) 728-3337 or your financial representative. We advise you to consider the Fund’s objectives, risks, charges and expenses carefully before investing. The summary prospectus and prospectus contain this and other important information about the Fund. Please read the prospectus carefully before you invest.

The Fund will be managed using the CROCI® Investment Process which is based on portfolio management’s belief that, over time, stocks which display more favorable financial metrics (for example, the CROCI® Economic P/E Ratio) as generated by this process may outperform stocks which display less favorable metrics. This premise may not prove to be correct and prospective investors should evaluate this assumption prior to investing in the Fund. Stocks may decline in value. The Fund may lend securities to approved institutions. Please read the prospectus for details.

The brand DWS represents DWS Group GmbH & Co. KGaA and any of its subsidiaries such as DWS Distributors, Inc. which offers investment products or DWS Investment Management Americas, Inc. and RREEF America L.L.C. which offer advisory services.

DWS Distributors, Inc., 222 South Riverside Plaza, Chicago, IL 60606, (800) 621-1148

NOT FDIC/NCUA INSURED     NO BANK GUARANTEE     MAY LOSE VALUE     NOT A DEPOSIT NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY

 

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Performance Summary   June 30, 2018 (Unaudited)

Fund performance shown is historical, assumes reinvestment of all dividend and capital gain distributions and does not guarantee future results. Investment return and principal value fluctuate with changing market conditions so that, when redeemed, shares may be worth more or less than their original cost. Current performance may be lower or higher than the performance data quoted. Please contact your participating insurance company for the Fund’s most recent month-end performance. Performance does not reflect charges and fees (“contract charges”) associated with the separate account that invests in the Fund or any variable life insurance policy or variable annuity contract for which the Fund is an investment option. These charges and fees will reduce returns. While all share classes have the same underlying portfolio, their performance will differ.

The gross expense ratios of the Fund, as stated in the fee table of the prospectus dated May 1, 2018 are 0.82% and 1.15% for Class A and Class B shares, respectively, and may differ from the expense ratios disclosed in the Financial Highlights tables in this report.

Generally accepted accounting principles require adjustments to be made to the net assets of the Fund at period end for financial reporting purposes only, and as such, the total return based on the unadjusted net asset value per share may differ from the total return reported in the financial highlights.

Growth of an Assumed $10,000 Investment in DWS CROCI® U.S. VIP

 

 

LOGO   

The Standard & Poor’s 500 Index (S&P 500) is an unmanaged, capitalization-weighted index of 500 stocks. The index is designed to measure performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries.

 

Index returns do not reflect any fees or expenses and it is not possible to invest directly into an index.

 

Prior to October 3, 2016, the Fund had a team that operated with a different investment strategy. Performance would have been different if the Fund’s current strategy had been in effect.

 

Comparative Results                              
DWS CROCI® U.S. VIP        6-Month   1-Year   3-Year   5-Year   10-Year
Class A   Growth of $10,000   $9,855   $10,817   $10,438   $13,647   $15,673
    Average annual total return   –1.45%   8.17%   1.44%   6.42%   4.60%
S&P 500® Index   Growth of $10,000   $10,265   $11,437   $14,023   $18,770   $26,340
  Average annual total return   2.65%   14.37%   11.93%   13.42%   10.17%
DWS CROCI® U.S. VIP        6-Month   1-Year   3-Year   5-Year   10-Year
Class B   Growth of $10,000   $9,842   $10,780   $10,352   $13,450   $15,207
    Average annual total return   –1.58%   7.80%   1.16%   6.11%   4.28%
S&P 500® Index   Growth of $10,000   $10,265   $11,437   $14,023   $18,770   $26,340
  Average annual total return   2.65%   14.37%   11.93%   13.42%   10.17%

The growth of $10,000 is cumulative.

 

 

Total returns shown for periods less than one year are not annualized.

 

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Portfolio Summary   (Unaudited)

 

Asset Allocation (As a % of Investment Portfolio excluding Securities Lending Collateral)    6/30/18      12/31/17  
Common Stocks      99%        99%  
Cash Equivalent      1%        1%  
       100%        100%  

Sector Diversification

(As a % of Investment Portfolio excluding Cash Equivalents and Securities Lending Collateral)

   6/30/18      12/31/17  
Utilities      25%        14%  
Financials      17%        18%  
Health Care      16%        15%  
Consumer Staples      11%        10%  
Consumer Discretionary      10%        15%  
Industrials      10%        15%  
Information Technology      8%        8%  
Materials      2%        5%  
Telecommunication Services      1%         
Total      100%        100%  

Portfolio holdings and characteristics are subject to change.

For more complete details about the Fund’s investment portfolio, see page 5.

Following the Fund’s fiscal first and third quarter-end, a complete portfolio holdings listing is filed with the SEC on Form N-Q. The form will be available on the SEC’s Web site at sec.gov, and it also may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the SEC’s Public Reference Room may be obtained by calling (800) SEC-0330. The Fund’s portfolio holdings are also posted on dws.com from time to time. Please see the Fund’s current prospectus for more information.

Portfolio Management Team

Di Kumble, CFA, Managing Director

John Moody, Vice President

Portfolio Managers

 

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Investment Portfolio   June 30, 2018 (Unaudited)

 

    Shares     Value ($)  
Common Stocks 98.5%  
Consumer Discretionary 10.3%  

Automobiles 2.6%

 

General Motors Co.

    98,183       3,868,410  

Household Durables 7.7%

 

D.R. Horton, Inc.

    90,128       3,695,248  

Garmin Ltd.

    62,600       3,818,600  

Mohawk Industries, Inc.*

    17,594       3,769,867  
   

 

 

 
      11,283,715  
Consumer Staples 10.7%  

Beverages 5.4%

 

Coca-Cola Co.

    88,385       3,876,566  

PepsiCo, Inc.

    38,149       4,153,282  
   

 

 

 
      8,029,848  

Food Products 2.6%

 

Tyson Foods, Inc. “A”

    55,327       3,809,264  

Household Products 2.7%

 

Procter & Gamble Co.

    50,917       3,974,581  
Financials 16.8%  

Banks 7.2%

 

Citigroup, Inc.

    52,645       3,523,003  

JPMorgan Chase & Co.

    33,242       3,463,816  

U.S. Bancorp.

    73,143       3,658,613  
   

 

 

 
      10,645,432  

Consumer Finance 9.6%

 

American Express Co.

    36,847       3,611,006  

Capital One Financial Corp.

    38,548       3,542,561  

Discover Financial Services

    48,009       3,380,314  

Synchrony Financial

    105,347       3,516,483  
   

 

 

 
      14,050,364  
Health Care 15.6%  

Biotechnology 7.9%

 

Amgen, Inc.

    21,199       3,913,123  

Biogen, Inc.*

    13,225       3,838,424  

Gilead Sciences, Inc.

    55,017       3,897,404  
   

 

 

 
      11,648,951  

Pharmaceuticals 7.7%

 

Johnson & Johnson

    30,081       3,650,029  

Merck & Co., Inc.

    63,050       3,827,135  

Pfizer, Inc.

    104,697       3,798,407  
   

 

 

 
      11,275,571  
Industrials 9.5%  

Airlines 2.4%

 

Southwest Airlines Co.

    70,980       3,611,463  

Industrial Conglomerates 2.5%

 

Honeywell International, Inc.

    25,240       3,635,822  
    Shares     Value ($)  

Machinery 2.3%

   

Cummins, Inc.

    24,995       3,324,335  

Professional Services 2.3%

   

ManpowerGroup, Inc.

    39,354       3,386,805  
Information Technology 7.6%    

IT Services

   

Amdocs Ltd.

    56,804       3,759,857  

Cognizant Technology Solutions Corp. “A”

    48,859       3,859,372  

International Business Machines Corp.

    25,782       3,601,745  
   

 

 

 
      11,220,974  
Materials 2.4%    

Chemicals

   

LyondellBasell Industries NV “A”

    31,974       3,512,344  
Telecommunication Services 1.3%  

Diversified Telecommunication Services

 

 

AT&T, Inc.

    57,561       1,848,284  
Utilities 24.3%    

Electric Utilities 13.4%

   

American Electric Power Co., Inc.

    56,979       3,945,796  

Exelon Corp.

    94,185       4,012,281  

NextEra Energy, Inc.

    23,767       3,969,802  

PPL Corp.

    138,653       3,958,543  

Xcel Energy, Inc.

    84,676       3,868,000  
   

 

 

 
      19,754,422  

Multi-Utilities 10.9%

   

CMS Energy Corp.

    84,103       3,976,390  

Consolidated Edison, Inc.

    50,094       3,906,330  

DTE Energy Co.

    37,210       3,856,072  

Sempra Energy

    36,481       4,235,809  
   

 

 

 
              15,974,601  
Total Common Stocks (Cost $144,300,767)       144,855,186  
Cash Equivalent 1.4%    

DWS Central Cash Management Government Fund, 1.85% (a) (Cost $1,989,206)

    1,989,206       1,989,206  
    % of Net
Assets
    Value ($)  

Total Investment Portfolio (Cost $146,289,973)

    99.9       146,844,392  
Other Assets and Liabilities, Net     0.1       163,908  
Net Assets     100.0       147,008,300  
 

 

The accompanying notes are an integral part of the financial statements.

 

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A summary of the Fund’s transactions with affiliated investments during the period ended June 30, 2018 are as follows:

 

Value ($) at
12/31/2017
  Purchases
Cost ($)
    Sales
Proceeds ($)
    Net
Realized
Gain/
(Loss) ($)
    Net Change in
Unrealized
Appreciation
(Depreciation) ($)
    Income ($)     Capital Gain
Distributions ($)
    Number
of Shares
at
6/30/2018
    Value ($)
at
6/30/2018
 

Securities Lending Collateral 0.0%

 

       

DWS Government & Agency Securities Portfolio “DWS Government Cash Institutional Shares”, 1.80% (a) (b)

 

4,968,641           4,968,641                   1,913                    

Cash Equivalents 1.4%

 

       

DWS Central Cash Management Government Fund, 1.85% (a)

 

1,372,351     11,550,583       10,933,728                   10,522             1,989,206       1,989,206  
6,340,992     11,550,583       15,902,369                   12,435             1,989,206       1,989,206  

 

* Non-income producing security.
(a) Affiliated fund managed by DWS Investment Management Americas, Inc. The rate shown is the annualized seven-day yield at period end.
(b) Represents collateral held in connection with securities lending. Income earned by the Fund is net of borrower rebates. Represents the net increase (purchase cost) or decrease (sales proceeds) in the amount invested for the period ended June 30, 2018.

Fair Value Measurements

Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in three broad levels. Level 1 includes quoted prices in active markets for identical securities. Level 2 includes other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds and credit risk). Level 3 includes significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments). The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities.

The following is a summary of the inputs used as of June 30, 2018 in valuing the Fund’s investments. For information on the Fund’s policy regarding the valuation of investments, please refer to the Security Valuation section of Note A in the accompanying Notes to Financial Statements.

 

Assets   Level 1     Level 2     Level 3      Total  
Common Stocks (c)   $ 144,855,186     $     $      $ 144,855,186  
Short-Term Investment     1,989,206                    1,989,206  
Total   $ 146,844,392     $     $      $ 146,844,392  

There have been no transfers between fair value measurement levels during the period ended June 30, 2018.

 

(c) See Investment Portfolio for additional detailed categorizations.

 

The accompanying notes are an integral part of the financial statements.

 

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Statement of

Assets and Liabilities

 

as of June 30, 2018 (Unaudited)    
Assets        
Investments in non-affiliated securities, at value (cost $144,300,767)   $ 144,855,186  
Investment in DWS Central Cash Management Government Fund (cost $1,989,206)     1,989,206  
Cash     64  
Receivable for Fund shares sold     88,765  
Dividends receivable     249,302  
Interest receivable     5,857  
Other assets     1,473  
Total assets     147,189,853  
Liabilities        
Payable for Fund shares redeemed     38,096  
Accrued management fee     65,787  
Accrued Trustees’ fees     2,930  
Other accrued expenses and payables     74,740  
Total liabilities     181,553  
Net assets, at value   $ 147,008,300  
Net Assets Consist of        
Undistributed net investment income     1,333,362  
Net unrealized appreciation (depreciation) on Investments     554,419  
Accumulated net realized gain (loss)     6,844,430  
Paid-in capital     138,276,089  
Net assets, at value   $ 147,008,300  
Net Asset Value        

Class A

 
Net Asset Value, and redemption price per share ($143,570,874 ÷ 9,688,084 shares of capital stock outstanding, no par value, unlimited shares authorized)   $ 14.82  

Class B

 
Net Asset Value, offering and redemption price per share ($3,437,426 ÷ 231,017 shares of capital stock outstanding, no par value, unlimited shares authorized)   $ 14.88  

Statement of Operations

 

for the six months ended June 30, 2018 (Unaudited)
Investment Income        
Income:  
Dividends   $ 1,907,959  
Income distributions — DWS Central Cash Management Government Fund     10,522  
Securities lending income, net of borrower rebates     1,913  
Total income     1,920,394  
Expenses:  
Management fee     490,303  
Administration fee     75,431  
Services to Shareholders     1,918  
Record keeping fee (Class B)     1,066  
Distribution service fees (Class B)     4,315  
Custodian fee     4,637  
Professional fees     37,621  
Reports to shareholders     13,036  
Trustees’ fees and expenses     6,510  
Other     7,245  
Total expenses before expense reductions     642,082  
Expense reductions     (91,050
Total expenses after expense reductions     551,032  
Net investment income     1,369,362  
Realized and Unrealized Gain (Loss)        
Net realized gain (loss) from investments     7,932,118  
Change in net unrealized appreciation (depreciation) on investments     (11,508,898
Net gain (loss)     (3,576,780
Net increase (decrease) in net assets resulting from operations   $ (2,207,418
 

 

The accompanying notes are an integral part of the financial statements.

 

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Statements of Changes in Net Assets

 

    Six Months
Ended
June 30, 2018
    Year Ended
December 31,
 
Increase (Decrease) in Net Assets   (Unaudited)     2017  
Operations:    
Net investment income   $ 1,369,362     $ 3,581,174  
Net realized gain (loss)     7,932,118       32,463,285  
Change in net unrealized appreciation (depreciation)     (11,508,898     10,347,153  
Net increase (decrease) in net assets resulting from operations     (2,207,418     46,391,612  
Distributions to shareholders from:    
Net investment income:    

Class A

    (3,644,129     (3,625,439

Class B

    (74,552     (42,548
Net realized gains:    

Class A

    (10,433,793      

Class B

    (243,480      
Total distributions     (14,395,954     (3,667,987
Fund share transactions:    

Class A

   
Proceeds from shares sold     1,418,345       3,856,097  
Reinvestment of distributions     14,077,922       3,625,439  
Payments for shares redeemed     (8,472,524     (124,081,648
Net increase (decrease) in net assets from Class A share transactions     7,023,743       (116,600,112

Class B

   
Proceeds from shares sold     52,006       97,651  
Reinvestment of distributions     318,032       42,548  
Payments for shares redeemed     (67,393     (815,252
Net increase (decrease) in net assets from Class B share transactions     302,645       (675,053
Increase (decrease) in net assets     (9,276,984     (74,551,540
Net assets at beginning of period     156,285,284       230,836,824  
Net assets at end of period (including undistributed net investment income of $1,333,362 and $3,682,681, respectively)   $ 147,008,300     $ 156,285,284  
Other Information                

Class A

   
Shares outstanding at beginning of period     9,181,648       16,529,732  
Shares sold     89,467       255,906  
Shares issued to shareholders in reinvestment of distributions     953,143       245,460  
Shares redeemed     (536,174     (7,849,450
Net increase (decrease) in Class A shares     506,436       (7,348,084
Shares outstanding at end of period     9,688,084       9,181,648  

Class B

   
Shares outstanding at beginning of period     210,410       254,820  
Shares sold     3,286       6,516  
Shares issued to shareholders in reinvestment of distributions     21,431       2,869  
Shares redeemed     (4,110     (53,795
Net increase (decrease) in Class B shares     20,607       (44,410
Shares outstanding at end of period     231,017       210,410  

 

The accompanying notes are an integral part of the financial statements.

 

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Financial Highlights

 

    Six Months
Ended 6/30/18
    Years Ended December 31,  
Class A   (Unaudited)     2017     2016     2015     2014     2013  
Selected Per Share Data                                                
Net asset value, beginning of period   $ 16.64     $ 13.75     $ 15.29     $ 17.38     $ 15.97     $ 12.45  
Income (loss) from investment operations:            

Net investment income (loss)a

    .14       .24       .23       .11       .24       .26  

Net realized and unrealized gain (loss)

    (.38     2.88       (.93     (1.20     1.45       3.54  

Total from investment operations

    (.24     3.12       (.70     (1.09     1.69       3.80  
Less distributions from:            

Net investment income

    (.41     (.23     (.14     (.25     (.28     (.28

Net realized gains on investment transactions

    (1.17           (.70     (.75            

Total distributions

    (1.58     (.23     (.84     (1.00     (.28     (.28
Net asset value, end of period   $ 14.82     $ 16.64     $ 13.75     $ 15.29     $ 17.38     $ 15.97  
Total Return (%)b     (1.45 )**      22.88 c      (4.39     (6.87     10.72       30.89  
Ratios to Average Net Assets and Supplemental Data                                                
Net assets, end of period ($ millions)     144       153       227       293       430       432  
Ratio of expenses before expense reductions (%)d     .84 *      .82       .81       .78       .78       .78  
Ratio of expenses after expense reductions (%)d     .72 *      .72       .74       .73       .73       .74  
Ratio of net investment income (loss) (%)     1.83 *      1.59       1.66       .65       1.43       1.82  
Portfolio turnover rate (%)     45 **      97       293       121       133       54  

 

a  Based on average shares outstanding during the period.

 

b  Total return would have been lower had certain expenses not been reduced.

 

c  The Fund’s total return includes a reimbursement by the Adviser for commission costs incurred in connection with purchases and sales of portfolio assets due to the change in investment strategy, which otherwise would have reduced total return by 0.03%.

 

d  Expense ratio does not reflect charges and fees associated with the separate account that invests in the Fund or any variable life insurance policy or variable annuity contract for which the Fund is an investment option.

 

*  Annualized

 

** Not annualized

 

    Six Months
Ended 6/30/18
    Years Ended December 31,  
Class B   (Unaudited)     2017     2016     2015     2014     2013  
Selected Per Share Data                                                
Net asset value, beginning of period   $ 16.67     $ 13.78     $ 15.31     $ 17.40     $ 15.99     $ 12.46  
Income (loss) from investment operations:            

Net investment income (loss)a

    .12       .20       .19       .06       .18       .22  

Net realized and unrealized gain (loss)

    (.38     2.87       (.92     (1.21     1.46       3.55  

Total from investment operations

    (.26     3.07       (.73     (1.15     1.64       3.77  
Less distributions from:            

Net investment income

    (.36     (.18     (.10     (.19     (.23     (.24

Net realized gains on investment transactions

    (1.17           (.70     (.75            

Total distributions

    (1.53     (.18     (.80     (.94     (.23     (.24
Net asset value, end of period   $ 14.88     $ 16.67     $ 13.78     $ 15.31     $ 17.40     $ 15.99  
Total Return (%)b     (1.58 )**      22.45 c      (4.62     (7.16     10.36       30.54  
Ratios to Average Net Assets and Supplemental Data                                                
Net assets, end of period ($ millions)     3       4       4       4       5       5  
Ratio of expenses before expense reductions (%)d     1.16 *      1.15       1.13       1.10       1.09       1.09  
Ratio of expenses after expense reductions (%)d     1.04 *      1.03       1.05       1.04       1.04       1.05  
Ratio of net investment income (loss) (%)     1.51 *      1.31       1.37       .35       1.10       1.52  
Portfolio turnover rate (%)     45 **      97       293       121       133       54  

 

a  Based on average shares outstanding during the period.

 

b  Total return would have been lower had certain expenses not been reduced.

 

c  The Fund’s total return includes a reimbursement by the Adviser for commission costs incurred in connection with purchases and sales of portfolio assets due to the change in investment strategy, which otherwise would have reduced total return by 0.03%.

 

d  Expense ratio does not reflect charges and fees associated with the separate account that invests in the Fund or any variable life insurance policy or variable annuity contract for which the Fund is an investment option.

 

*  Annualized

 

**  Not annualized

 

The accompanying notes are an integral part of the financial statements.

 

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Notes to Financial Statements    (Unaudited)

A. Organization and Significant Accounting Policies

DWS CROCI® U.S. VIP (formerly Deutsche CROCI® U.S. VIP) (the “Fund”) is a diversified series of Deutsche DWS Variable Series II (formerly Deutsche Variable Series II) (the “Trust”), which is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company organized as a Massachusetts business trust.

Multiple Classes of Shares of Beneficial Interest. The Fund offers two classes of shares (Class A shares and Class B shares). Sales of Class B shares are subject to recordkeeping fees up to 0.15% and Rule 12b-1 fees under the 1940 Act equal to an annual rate of 0.25% of the average daily net assets of the Class B shares of the Fund. Class A shares are not subject to such fees.

Investment income, realized and unrealized gains and losses, and certain fund-level expenses and expense reductions, if any, are borne pro rata on the basis of relative net assets by the holders of all classes of shares except that each class bears certain expenses unique to that class (including the applicable Rule 12b-1 fee and recordkeeping fees). Differences in class-level expenses may result in payment of different per share dividends by class. All shares have equal rights with respect to voting subject to class-specific arrangements.

The Fund’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) which require the use of management estimates. Actual results could differ from those estimates. The Fund qualifies as an investment company under Topic 946 of Accounting Standards Codification of U.S. GAAP. The policies described below are followed consistently by the Fund in the preparation of its financial statements.

Security Valuation. Investments are stated at value determined as of the close of regular trading on the New York Stock Exchange on each day the exchange is open for trading.

Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in three broad levels. Level 1 includes quoted prices in active markets for identical securities. Level 2 includes other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds and credit risk). Level 3 includes significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments). The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities.

Equity securities are valued at the most recent sale price or official closing price reported on the exchange (U.S. or foreign) or over-the-counter market on which they trade. Securities for which no sales are reported are valued at the calculated mean between the most recent bid and asked quotations on the relevant market or, if a mean cannot be determined, at the most recent bid quotation. Equity securities are generally categorized as Level 1.

Investments in open-end investment companies are valued at their net asset value each business day and are categorized as Level 1.

Securities and other assets for which market quotations are not readily available or for which the above valuation procedures are deemed not to reflect fair value are valued in a manner that is intended to reflect their fair value as determined in accordance with procedures approved by the Board and are generally categorized as Level 3. In accordance with the Fund’s valuation procedures, factors considered in determining value may include, but are not limited to, the type of the security; the size of the holding; the initial cost of the security; the existence of any contractual restrictions on the security’s disposition; the price and extent of public trading in similar securities of the issuer or of comparable companies; quotations or evaluated prices from broker-dealers and/or pricing services; information obtained from the issuer, analysts, and/or the appropriate stock exchange (for exchange-traded securities); an analysis of the company’s or issuer’s financial statements; an evaluation of the forces that influence the issuer and the market(s) in which the security is purchased and sold; and with respect to debt securities, the maturity, coupon, creditworthiness, currency denomination and the movement of the market in which the security is normally traded. The value determined under these procedures may differ from published values for the same securities.

Disclosure about the classification of fair value measurements is included in a table following the Fund’s Investment Portfolio.

Foreign Currency Translations. The books and records of the Fund are maintained in U.S. dollars. Investment securities and other assets and liabilities denominated in a foreign currency are translated into

 

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U.S. dollars at the prevailing exchange rates at period end. Purchases and sales of investment securities, income and expenses are translated into U.S. dollars at the prevailing exchange rates on the respective dates of the transactions.

Net realized and unrealized gains and losses on foreign currency transactions represent net gains and losses between trade and settlement dates on securities transactions, the acquisition and disposition of foreign

currencies, and the difference between the amount of net investment income accrued and the U.S. dollar amount actually received. The portion of both realized and unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed but is included with net realized and unrealized gain/appreciation and loss/depreciation on investments.

Securities Lending. Deutsche Bank AG, as lending agent, lends securities of the Fund to certain financial institutions under the terms of its securities lending agreement. During the term of the loans, the Fund continues to receive interest and dividends generated by the securities and to participate in any changes in their market value. The Fund requires the borrowers of the securities to maintain collateral with the Fund consisting of either cash or liquid, unencumbered assets having a value at least equal to the value of the securities loaned. When the collateral falls below specified amounts, the lending agent will use its best effort to obtain additional collateral on the next business day to meet required amounts under the securities lending agreement. During the six months ended June 30, 2018, the Fund invested the cash collateral into a joint trading account in affiliated money market funds including DWS Government and Agency Securities Portfolio, managed by DWS Investment Management Americas, Inc. DWS Investment Management Americas, Inc. receives a management/administration fee (0.14% annualized effective rate as of June 30, 2018) on the cash collateral invested in DWS Government & Agency Securities Portfolio. The Fund receives compensation for lending its securities either in the form of fees or by earning interest on invested cash collateral net of borrower rebates and fees paid to a lending agent. Either the Fund or the borrower may terminate the loan at any time, and the borrower, after notice, is required to return borrowed securities within a standard time period. There may be risks of delay and costs in recovery of securities or even loss of rights in the collateral should the borrower of the securities fail financially. If the Fund is not able to recover securities lent, the Fund may sell the collateral and purchase a replacement investment in the market, incurring the risk that the value of the replacement security is greater than the value of the collateral. The Fund is also subject to all investment risks associated with the reinvestment of any cash collateral received, including, but not limited to, interest rate, credit and liquidity risk associated with such investments.

As of June 30, 2018, the Fund had no securities on loan.

Federal Income Taxes. The Fund’s policy is to comply with the requirements of the Internal Revenue Code, as amended, which are applicable to regulated investment companies and to distribute all of its taxable income to its shareholders.

At December 31, 2017, the aggregate cost of investments for federal income tax purposes was $150,299,681. The net unrealized appreciation for all investments based on tax cost was $11,084,333. This consisted of aggregate gross unrealized appreciation for all investments in which there was an excess of value over tax cost of $14,811,764 aggregate gross unrealized depreciation for all investments in which was an excess of tax cost over value of $3,727,431.

The Fund has reviewed the tax positions for the open tax years as of December 31, 2017 and has determined that no provision for income tax and/or uncertain tax positions is required in the Fund’s financial statements. The Fund’s federal tax returns for the prior three fiscal years remain open subject to examination by the Internal Revenue Service.

Distribution of Income and Gains. Distributions from net investment income of the Fund, if any, is declared and distributed to shareholders annually. Net realized gains from investment transactions, in excess of available capital loss carryforwards, would be taxable to the Fund if not distributed and, therefore, will be distributed to shareholders at least annually. The Fund may also make additional distributions for tax purposes if necessary.

The timing and characterization of certain income and capital gain distributions are determined annually in accordance with federal tax regulations which may differ from accounting principles generally accepted in the United States of America. These differences primarily relate to certain securities sold at a loss. As a result, net investment income (loss) and net realized gain (loss) on investment transactions for a reporting period may differ significantly from distributions during such period. Accordingly, the Fund may periodically make reclassifications among certain of its capital accounts without impacting the net asset value of the Fund.

 

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The tax character of current year distributions will be determined at the end of the current fiscal year.

Expenses. Expenses of the Trust arising in connection with a specific fund are allocated to that fund. Other Trust expenses which cannot be directly attributed to a fund are apportioned among the funds in the Trust based upon the relative net assets or other appropriate measures.

Contingencies. In the normal course of business, the Fund may enter into contracts with service providers that contain general indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet been made. However, based on experience, the Fund expects the risk of loss to be remote.

Other. Investment transactions are accounted for on a trade date plus one basis for daily net asset value calculations. However, for financial reporting purposes, investment transactions are reported on trade date. Interest income is recorded on the accrual basis. Dividend income is recorded on the ex-dividend date net of foreign withholding taxes. Realized gains and losses from investment transactions are recorded on an identified cost basis. Proceeds from litigation payments, if any, are included in net realized gain (loss) from investments.

B. Purchases and Sales of Securities

During the six months ended June 30, 2018, purchases and sales of investment transactions (excluding short-term investments) aggregated $68,412,595 and $72,839,513, respectively.

C. Related Parties

Management Agreement. Under the Investment Management Agreement with DWS Investment Management Americas, Inc. (formerly Deutsche Investment Management Americas Inc.) (“DIMA” or the “Advisor”), an indirect, wholly owned subsidiary of DWS Group GmbH & Co. KGaA (“DWS Group”), the Advisor directs the investments of the Fund in accordance with its investment objectives, policies and restrictions. The Advisor determines the securities, instruments and other contracts relating to investments to be purchased, sold or entered into by the Fund.

Under the Investment Management Agreement with the Advisor, the Fund pays a monthly management fee based on the Fund’s average daily net assets, computed and accrued daily and payable monthly, at the following annual rates:

 

First $250 million     .650
Next $750 million     .625
Next $1.5 billion     .600
Next $2.5 billion     .575
Next $2.5 billion     .550
Next $2.5 billion     .525
Next $2.5 billion     .500
Over $12.5 billion     .475

Accordingly, for the six months ended June 30, 2018, the fee pursuant to the Investment Management Agreement was equivalent to an annualized rate (exclusive of any applicable waivers/reimbursements) of 0.65% of the Fund’s average daily net assets.

For the period from January 1, 2018 through April 30, 2018, the Advisor had contractually agreed to waive all or a portion of its fee and/or reimburse certain operating expenses of the Fund to the extent necessary to maintain the total annual operating expenses (excluding certain expenses such as extraordinary expenses, taxes, brokerage and interest expense) of each class as follows:

 

Class A     .72
Class B     1.03

For the period from May 1, 2018 through April 30, 2019, the Advisor has contractually agreed to waive all or a portion of its fee and/or reimburse certain operating expenses of the Fund to the extent necessary to maintain the total annual operating expenses (excluding certain expenses such as extraordinary expenses, taxes, brokerage and interest expense) of each class as follows:

 

Class A     .73
Class B     1.06

 

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For the six months ended June 30, 2018, fees waived and/or expenses reimbursed for each class are as follows:

 

Class A   $ 88,946  
Class B     2,104  
    $ 91,050  

Administration Fee. Pursuant to an Administrative Services Agreement, DIMA provides most administrative services to the Fund. For all services provided under the Administrative Services Agreement, the Fund pays DIMA an annual fee (“Administration Fee”) of 0.10% of the Fund’s average daily net assets, computed and accrued daily and payable monthly. For the six months ended June 30, 2018, the Administration Fee was $75,431, of which $12,121 is unpaid.

Service Provider Fees. DWS Service Company (“DSC”), an affiliate of the Advisor, is the transfer agent, dividend-paying agent and shareholder service agent for the Fund. Pursuant to a sub-transfer agency agreement between DSC and DST Systems, Inc. (“DST”), DSC has delegated certain transfer agent, dividend-paying agent and shareholder service agent functions to DST. DSC compensates DST out of the shareholder servicing fee it receives from the Fund. For the six months ended June 30, 2018, the amounts charged to the Fund by DSC were as follows:

 

Services to Shareholders   Total
Aggregated
    Unpaid at
June 30, 2018
 
Class A   $ 195     $ 68  
Class B     110       36  
    $ 305     $ 104  

Distribution Service Agreement. Under the Fund’s Class B 12b-1 plan, DWS Distributors, Inc. (“DDI”) received a fee (“Distribution Service Fee”) of 0.25% of average daily net assets of Class B shares. For the six months ended June 30, 2018, the Distribution Service Fee aggregated $4,315, of which $706 is unpaid.

Typesetting and Filing Service Fees. Under an agreement with DIMA, DIMA is compensated for providing certain pre-press and regulatory filing services to the Fund. For the six months ended June 30, 2018, the amount charged to the Fund by DIMA included in the Statement of Operations under “Reports to shareholders” aggregated $5,233, all of which is unpaid.

Trustees’ Fees and Expenses. The Fund paid retainer fees to each Trustee not affiliated with the Advisor, plus specified amounts to the Board Chairperson and Vice Chairperson and to each committee Chairperson.

Affiliated Cash Management Vehicles. The Fund may invest uninvested cash balances in DWS Central Cash Management Government Fund and DWS Variable NAV Money Fund, affiliated money market funds which are managed by the Advisor. Each affiliated money market fund is managed in accordance with Rule 2a-7 under the 1940 Act, which governs the quality, maturity, diversity and liquidity of instruments in which a money market fund may invest. DWS Central Cash Management Government Fund seeks to maintain a stable net asset value, and DWS Variable NAV Money Fund maintains a floating net asset value. The Fund indirectly bears its proportionate share of the expenses of each affiliated money market fund in which it invests. DWS Central Cash Management Government Fund does not pay the Advisor an investment management fee. To the extent that DWS Variable NAV Money Fund pays an investment management fee to the Advisor, the Advisor will waive an amount of the investment management fee payable to the Advisor by the Fund equal to the amount of the investment management fee payable on the Fund’s assets invested in DWS Variable NAV Money Fund.

Securities Lending Agent Fees. Deutsche Bank AG serves as securities lending agent for the Fund. For the six months ended June 30, 2018, the Fund incurred securities lending agent fees to Deutsche Bank AG in the amount of $144.

D. Ownership of the Fund

At June 30, 2018, two participating insurance companies were owners of record of 10% or more of the total outstanding Class A shares of the Fund, each owning 62% and 28%. Two participating insurance companies was the owner of record of 10% or more of the total outstanding Class B shares of the Fund, each owning 61% and 16%.

 

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E. Line of Credit

The Fund and other affiliated funds (the “Participants”) share in a $400 million revolving credit facility provided by a syndication of banks. The Fund may borrow for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities. The Participants are charged an annual commitment fee which is allocated based on net assets, among each of the Participants. Interest is calculated at a rate per annum equal to the sum of the Federal Funds Rate plus 1.25 percent plus if the one-month LIBOR exceeds the Federal Funds Rate, the amount of such excess. The Fund may borrow up to a maximum of 33 percent of its net assets under the agreement. The Fund had no outstanding loans at June 30, 2018.

F. Name Changes

In connection with adoption of the DWS brand, effective July 2, 2018, Deutsche Investment Management Americas Inc., the Advisor, was renamed to DWS Investment Management Americas, Inc. In addition, the “Deutsche Funds” became known as the “DWS Funds.” As a result, Deutsche Variable Series II was renamed Deutsche DWS Variable Series II and Deutsche CROCI U.S. VIP was renamed DWS CROCI U.S. VIP.

 

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Information About Your Fund’s Expenses   (Unaudited)

As an investor of the Fund, you incur two types of costs: ongoing expenses and transaction costs. Ongoing expenses include management fees, distribution and service (12b-1) fees and other Fund expenses. Examples of transaction costs include contract charges, which are not shown in this section. The following tables are intended to help you understand your ongoing expenses (in dollars) of investing in the Fund and to help you compare these expenses with the ongoing expenses of investing in other mutual funds. In the most recent six-month period, the Fund limited these expenses; had it not done so, expenses would have been higher. The example in the table is based on an investment of $1,000 invested at the beginning of the six-month period and held for the entire period (January 1, 2018 to June 30, 2018).

The tables illustrate your Fund’s expenses in two ways:

 

Actual Fund Return. This helps you estimate the actual dollar amount of ongoing expenses (but not transaction costs) paid on a $1,000 investment in the Fund using the Fund’s actual return during the period. To estimate the expenses you paid over the period, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the “Expenses Paid per $1,000” line under the share class you hold.

 

Hypothetical 5% Fund Return. This helps you to compare your Fund’s ongoing expenses (but not transaction costs) with those of other mutual funds using the Fund’s actual expense ratio and a hypothetical rate of return of 5% per year before expenses. Examples using a 5% hypothetical Fund return may be found in the shareholder reports of other mutual funds. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period.

Please note that the expenses shown in these tables are meant to highlight your ongoing expenses only and do not reflect any transaction costs. The “Expenses Paid per $1,000” line of the tables is useful in comparing ongoing expenses only and will not help you determine the relative total expense of owning different funds. If these transaction costs had been included, your costs would have been higher.

 

Expenses and Value of a $1,000 Investment for the six months ended June 30, 2018  
Actual Fund Return     Class A       Class B  
Beginning Account Value 1/1/18   $ 1,000.00     $ 1,000.00  
Ending Account Value 6/30/18   $ 985.50     $ 984.20  
Expenses Paid per $1,000*   $ 3.54     $ 5.12  
Hypothetical 5% Fund Return     Class A       Class B  
Beginning Account Value 1/1/18   $ 1,000.00     $ 1,000.00  
Ending Account Value 6/30/18   $ 1,021.22     $ 1,019.64  
Expenses Paid per $1,000*   $ 3.61     $ 5.21  

 

* Expenses are equal to the Fund’s annualized expense ratio for each share class, multiplied by the average account value over the period, multiplied by 181 (the number of days in the most recent six-month period), then divided by 365.

 

Annualized Expense Ratios   Class A     Class B  
Deutsche DWS Variable Series II — DWS CROCI® U.S. VIP     0.72     1.04

For more information, please refer to the Fund’s prospectus.

These tables do not reflect charges and fees (“contract charges”) associated with the separate account that invests in the Fund or any variable life insurance policy or variable annuity contract for which the Fund is an investment option.

For an analysis of the fees associated with an investment in the Fund or similar funds, please refer to the current and hypothetical expense calculators for Variable Insurance Products which can be found at dws.com/calculators.

 

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Proxy Voting

The Trust’s policies and procedures for voting proxies for portfolio securities and information about how the Trust voted proxies related to its portfolio securities during the most recent 12-month period ended June 30 are available on our Web site — dws.com/en-us/resources/proxy-voting — or on the SEC’s Web site — sec.gov. To obtain a written copy of the Trust’s policies and procedures without charge, upon request, call us toll free at (800) 728-3337.

 

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Advisory Agreement Board Considerations and Fee Evaluation

The Board of Trustees (hereinafter referred to as the “Board” or “Trustees”) approved the renewal of Deutsche CROCI® U.S. VIP’s (now known as DWS CROCI® U.S. VIP) (the “Fund”) investment management agreement (the “Agreement”) with Deutsche Investment Management Americas Inc. (now known as DWS Investment Management Americas, Inc.) (“DIMA”) in September 2017.

In terms of the process that the Board followed prior to approving the Agreement, shareholders should know that:

 

 

During the entire process, all of the Fund’s Trustees were independent of DIMA and its affiliates (the “Independent Trustees”).

 

 

The Board met frequently during the past year to discuss fund matters and dedicated a substantial amount of time to contract review matters. Over the course of several months, the Board’s Contract Committee reviewed extensive materials received from DIMA, independent third parties and independent counsel. These materials included an analysis of the Fund’s performance, fees and expenses, and profitability from a fee consultant retained by the Fund’s Independent Trustees (the “Fee Consultant”). Based on its evaluation of the information provided, the Contract Committee presented its findings and recommendations to the Board. The Board then reviewed the Contract Committee’s findings and recommendations.

 

 

The Board also received extensive information throughout the year regarding performance of the Fund.

 

 

The Independent Trustees regularly met privately with counsel to discuss contract review and other matters. In addition, the Independent Trustees were advised by the Fee Consultant in the course of their review of the Fund’s contractual arrangements and considered a comprehensive report prepared by the Fee Consultant in connection with their deliberations.

 

 

In connection with reviewing the Agreement, the Board also reviewed the terms of the Fund’s Rule 12b-1 plan, distribution agreement, administrative services agreement, transfer agency agreement and other material service agreements.

In connection with the contract review process, the Contract Committee and the Board considered the factors discussed below, among others. The Board also considered that DIMA and its predecessors have managed the Fund since its inception, and the Board believes that a long-term relationship with a capable, conscientious advisor is in the best interests of the Fund. The Board considered, generally, that shareholders chose to invest or remain invested in the Fund knowing that DIMA managed the Fund, and that the Agreement was approved by the Fund’s shareholders. DIMA is part of Deutsche Bank AG’s (“Deutsche Bank”) Asset Management (“Deutsche AM”) division. Deutsche AM is a global asset management business that offers a wide range of investing expertise and resources, including research capabilities in many countries throughout the world.

As part of the contract review process, the Board carefully considered the fees and expenses of each Deutsche fund overseen by the Board in light of the fund’s performance. In many cases, this led to the negotiation and implementation of expense caps. As part of these negotiations, the Board indicated that it would consider relaxing these caps in future years following sustained improvements in performance, among other considerations.

While shareholders may focus primarily on fund performance and fees, the Fund’s Board considers these and many other factors, including the quality and integrity of DIMA’s personnel and administrative support services provided by DIMA, such as back-office operations, fund valuations, and compliance policies and procedures.

Nature, Quality and Extent of Services. The Board considered the terms of the Agreement, including the scope of advisory services provided under the Agreement. The Board noted that, under the Agreement, DIMA provides portfolio management services to the Fund and that, pursuant to a separate administrative services agreement, DIMA provides administrative services to the Fund. The Board considered the experience and skills of senior management and investment personnel and the resources made available to such personnel. The Board reviewed the Fund’s performance over short-term and long-term periods and compared those returns to various agreed-upon performance measures, including market index(es) and a peer universe compiled using information supplied by Morningstar Direct (“Morningstar”), an independent fund data service. The Board also noted that it has put into place a process of identifying “Funds in Review” (e.g., funds performing poorly relative to a peer universe), and receives additional reporting from DIMA

 

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regarding such funds and, where appropriate, DIMA’s plans to address underperformance. The Board believes this process is an effective manner of identifying and addressing underperforming funds. Based on the information provided, the Board noted that, for the one-, three- and five-year periods ended December 31, 2016, the Fund’s performance (Class A shares) was in the 4th quartile of the applicable Morningstar universe (the 1st quartile being the best performers and the 4th quartile being the worst performers). The Board also observed that the Fund has underperformed its benchmark in the one-, three- and five-year periods ended December 31, 2016. The Board noted the disappointing investment performance of the Fund in recent periods and continued to discuss with senior management of DIMA the factors contributing to such underperformance and actions being taken to improve performance. The Board considered that, effective October 3, 2016, the Fund changed its investment strategy and portfolio managers and noted that the Fund further changed its investment strategy, effective May 1, 2017. The Board observed that the Fund had experienced improved relative performance during the first eight months of 2017. The Board recognized the efforts by DIMA in recent years to enhance its investment platform and improve long-term performance across the Deutsche fund complex.

Fees and Expenses. The Board considered the Fund’s investment management fee schedule, operating expenses and total expense ratios, and comparative information provided by Broadridge Financial Solutions, Inc. (“Broadridge”) and the Fee Consultant regarding investment management fee rates paid to other investment advisors by similar funds (1st quartile being the most favorable and 4th quartile being the least favorable). With respect to management fees paid to other investment advisors by similar funds, the Board noted that the contractual fee rates paid by the Fund, which include a 0.10% fee paid to DIMA under the Fund’s administrative services agreement, were equal to the median of the applicable Broadridge peer group (based on Broadridge data provided as of December 31, 2016). The Board noted that the Fund’s Class A shares total (net) operating expenses were expected to be lower than the median (2nd quartile) of the applicable Broadridge expense universe (based on Broadridge data provided as of December 31, 2016, and analyzing Broadridge expense universe Class A (net) expenses less any applicable 12b-1 fees) (“Broadridge Universe Expenses”). The Board also reviewed data comparing each share class’s total (net) operating expenses to the applicable Broadridge Universe Expenses. The Board noted that the expense limitations agreed to by DIMA were expected to help the Fund’s total (net) operating expenses remain competitive. The Board considered the Fund’s management fee rate as compared to fees charged by DIMA to comparable Deutsche U.S. registered funds (“Deutsche Funds”) and considered differences between the Fund and the comparable Deutsche Funds. The information requested by the Board as part of its review of fees and expenses also included information about institutional accounts (including any sub-advised funds and accounts) and funds offered primarily to European investors (“Deutsche Europe funds”) managed by Deutsche AM. The Board noted that DIMA indicated that Deutsche AM does not manage any institutional accounts or Deutsche Europe funds comparable to the Fund.

On the basis of the information provided, the Board concluded that management fees were reasonable and appropriate in light of the nature, quality and extent of services provided by DIMA.

Profitability. The Board reviewed detailed information regarding revenues received by DIMA under the Agreement. The Board considered the estimated costs to DIMA, and pre-tax profits realized by DIMA, from advising the Deutsche Funds, as well as estimates of the pre-tax profits attributable to managing the Fund in particular. The Board also received information regarding the estimated enterprise-wide profitability of DIMA and its affiliates with respect to all fund services in totality and by fund. The Board and the Fee Consultant reviewed DIMA’s methodology in allocating its costs to the management of the Fund. Based on the information provided, the Board concluded that the pre-tax profits realized by DIMA in connection with the management of the Fund were not unreasonable. The Board also reviewed certain publicly available information regarding the profitability of certain similar investment management firms. The Board noted that, while information regarding the profitability of such firms is limited (and in some cases is not necessarily prepared on a comparable basis), DIMA and its affiliates’ overall profitability with respect to the Deutsche Funds (after taking into account distribution and other services provided to the funds by DIMA and its affiliates) was lower than the overall profitability levels of most comparable firms for which such data was available.

Economies of Scale. The Board considered whether there are economies of scale with respect to the management of the Fund and whether the Fund benefits from any economies of scale. The Board noted that the Fund’s investment management fee schedule includes fee breakpoints. The Board concluded that the Fund’s fee schedule represents an appropriate sharing between the Fund and DIMA of such economies of scale as may exist in the management of the Fund at current asset levels.

 

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Other Benefits to DIMA and Its Affiliates. The Board also considered the character and amount of other incidental benefits received by DIMA and its affiliates, including any fees received by DIMA for administrative services provided to the Fund, any fees received by an affiliate of DIMA for transfer agency services provided to the Fund and any fees received by an affiliate of DIMA for distribution services. The Board noted that DIMA pays a licensing fee to an affiliate related to the Fund’s use of the CROCI® strategy. The Board also considered benefits to DIMA related to brokerage and soft-dollar allocations, including allocating brokerage to pay for research generated by parties other than the executing broker dealers, which pertain primarily to funds investing in equity securities. In addition, the Board considered the incidental public relations benefits to DIMA related to Deutsche Funds advertising and cross-selling opportunities among DIMA products and services. The Board considered these benefits in reaching its conclusion that the Fund’s management fees were reasonable.

Compliance. The Board considered the significant attention and resources dedicated by DIMA to documenting and enhancing its compliance processes in recent years. The Board noted in particular (i) the experience, seniority and time commitment of the individuals serving as DIMA’s and the Fund’s chief compliance officers; (ii) the large number of DIMA compliance personnel; and (iii) the substantial commitment of resources by DIMA and its affiliates to compliance matters.

Based on all of the information considered and the conclusions reached, the Board unanimously determined that the continuation of the Agreement is in the best interests of the Fund. In making this determination, the Board did not give particular weight to any single factor identified above. The Board considered these factors over the course of numerous meetings, certain of which were in executive session with only the Independent Trustees and counsel present. It is possible that individual Independent Trustees may have weighed these factors differently in reaching their individual decisions to approve the continuation of the Agreement.

 

Deutsche DWS Variable Series II —

DWS CROCI® U.S. VIP

  |   19


Table of Contents
LOGO  

VS2CUS-3 (R-028386-7 8/18)

 


Table of Contents

June 30, 2018

Semiannual Report

Deutsche DWS Variable Series II

(formerly Deutsche Variable Series II)

 

 

DWS Global Equity VIP

(formerly Deutsche Global Equity VIP)

 

LOGO


Table of Contents

Contents

 

  3      Performance Summary
  4      Portfolio Summary
  4      Portfolio Management Team
  5      Investment Portfolio
  8      Statement of Assets and Liabilities
  8      Statement of Operations
  9      Statements of Changes in Net Assets
  10      Financial Highlights
  11      Notes to Financial Statements
  15      Information About Your Fund’s Expenses
  16      Proxy Voting
  17      Advisory Agreement Board Considerations and Fee Evaluation

 

This report must be preceded or accompanied by a prospectus. To obtain an additional prospectus or summary prospectus, if available, call (800) 728-3337 or your financial representative. We advise you to consider the Fund’s objectives, risks, charges and expenses carefully before investing. The summary prospectus and prospectus contain this and other important information about the Fund. Please read the prospectus carefully before you invest.

Stocks may decline in value. Investing in foreign securities, particularly those of emerging markets, presents certain risks, such as currency fluctuations, political and economic changes, and market risks. Emerging markets tend to be more volatile and less liquid than the markets of more mature economies, and generally have less diverse and less mature economic structures and less stable political systems than those of developed countries. Investing in derivatives entails special risks relating to liquidity, leverage and credit that may reduce returns and/or increase volatility. The Fund may lend securities to approved institutions. Please read the prospectus for details.

The brand DWS represents DWS Group GmbH & Co. KGaA and any of its subsidiaries such as DWS Distributors, Inc. which offers investment products or DWS Investment Management Americas, Inc. and RREEF America L.L.C. which offer advisory services.

DWS Distributors, Inc., 222 South Riverside Plaza, Chicago, IL 60606, (800) 621-1148

NOT FDIC/NCUA INSURED     NO BANK GUARANTEE     MAY LOSE VALUE     NOT A DEPOSIT

NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY

 

  2     |  

Deutsche DWS Variable Series II —

DWS Global Equity VIP


Table of Contents
Performance Summary   June 30, 2018 (Unaudited)

Fund performance shown is historical, assumes reinvestment of all dividend and capital gain distributions and does not guarantee future results. Investment return and principal value fluctuate with changing market conditions so that, when redeemed, shares may be worth more or less than their original cost. Current performance may be lower or higher than the performance data quoted. Please contact your participating insurance company for the Fund’s most recent month-end performance. Performance does not reflect charges and fees (“contract charges”) associated with the separate account that invests in the Fund or any variable life insurance policy or variable annuity contract for which the Fund is an investment option. These charges and fees will reduce returns.

The gross expense ratio of the Fund, as stated in the fee table of the prospectus dated May 1, 2018 is 1.06% for Class A shares and may differ from the expense ratio disclosed in the Financial Highlights table in this report.

Generally accepted accounting principles require adjustments to be made to the net assets of the Fund at period end for financial reporting purposes only, and as such, the total return based on the unadjusted net asset value per share may differ from the total return reported in the financial highlights.

Growth of an Assumed $10,000 Investment in DWS Global Equity VIP

 

 

LOGO   

The MSCI All Country World Index captures large and mid cap representation across 23 Developed Markets and 23 Emerging Markets countries.

 

Index returns do not reflect any fees or expenses and it is not possible to invest directly into an index.

 

Comparative Results                                   
DWS Global Equity VIP    6-Month    1-Year    3-Year    5-Year    10-Year
Class A   Growth of $10,000    $10,051    $10,929    $12,468    $15,309    $12,648
    Average annual total return    0.51%    9.29%    7.63%    8.89%    2.38%
MSCI All Country World Index   Growth of $10,000    $9,957    $11,073    $12,662    $15,679    $17,569
  Average annual total return    –0.43%    10.73%    8.19%    9.41%    5.80%

The growth of $10,000 is cumulative.

 

 

Total returns shown for periods less than one year are not annualized.

 

Deutsche DWS Variable Series II —

DWS Global Equity VIP

  |   3


Table of Contents
Portfolio Summary   (Unaudited)

 

Asset Allocation (As a % of Investment Portfolio excluding Securities Lending Collateral)    6/30/18      12/31/17  
Common Stocks      99%        98%  
Cash Equivalents      1%        2%  
Preferred Stock             0%  
       100%        100%  
Sector Diversification (As a % of Investment Portfolio excluding Cash Equivalents and Securities
Lending Collateral)
   6/30/18      12/31/17  
Information Technology      29%        26%  
Financials      19%        19%  
Health Care      15%        19%  
Industrials      11%        11%  
Consumer Discretionary      9%        7%  
Materials      6%        6%  

Consumer Staples

     5%        6%  
Energy      4%        3%  
Telecommunication Services      1%        2%  
Personal Products      1%         
Real Estate             1%  
       100%        100%  
Geographical Diversification (As a % of Investment Portfolio excluding Cash Equivalents and
Securities Lending Collateral)
   6/30/18      12/31/17  

United States

     48%        51%  
Germany      10%        7%  

China

     8%        6%  

Canada

     7%        9%  

United Kingdom

     7%        7%  
Switzerland      5%        7%  

France

     3%        3%  
Japan      3%        1%  

Luxembourg

     2%        1%  
Sweden      2%        1%  
Ireland      2%        2%  
Finland      1%        2%  
Others      2%        3%  
       100%        100%  

Portfolio holdings and characteristics are subject to change.

For more complete details about the Fund’s investment portfolio, see page 5.

Following the Fund’s fiscal first and third quarter-end, a complete portfolio holdings listing is filed with the SEC on Form N-Q. The form will be available on the SEC’s Web site at sec.gov, and it also may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the SEC’s Public Reference Room may be obtained by calling (800) SEC-0330. The Fund’s portfolio holdings are also posted on dws.com from time to time. Please see the Fund’s current prospectus for more information.

Portfolio Management Team

Sebastian P. Werner, PhD, Director

Mark Schumann, CFA, Director

Portfolio Managers

 

  4     |  

Deutsche DWS Variable Series II —

DWS Global Equity VIP


Table of Contents
Investment Portfolio   June 30, 2018 (Unaudited)

 

    Shares     Value ($)  
Common Stocks 98.5%

 

Canada 7.0%

 

Agnico Eagle Mines Ltd.

    6,800       311,644  

Alimentation Couche-Tard, Inc. “B”

    6,300       273,680  

Brookfield Asset Management, Inc. “A”

    18,200       738,300  

Canada Goose Holdings, Inc.*

    6,100       358,766  

Toronto-Dominion Bank

    6,600       381,998  
   

 

 

 

(Cost $1,240,112)

 

    2,064,388  
China 8.3%

 

Alibaba Group Holding Ltd. (ADR)*

    3,000       556,590  

China Life Insurance Co., Ltd. “H”

    131,000       338,843  

China Literature Ltd. 144A*

    14       132  

Momo, Inc. (ADR)*

    5,500       239,250  

New Oriental Education & Technology Group, Inc. (ADR)

    2,455       232,390  

Ping An Insurance (Group) Co. of China Ltd. “H”

    41,500       382,676  

Tencent Holdings Ltd.

    13,500       680,676  
   

 

 

 

(Cost $2,061,716)

 

    2,430,557  
Finland 0.9%

 

Sampo Oyj “A” (Cost $249,467)

    5,500       268,379  
France 3.2%

 

Air Liquide SA

    1,500       188,139  

TOTAL SA

    5,300       322,480  

VINCI SA

    4,400       422,517  
   

 

 

 

(Cost $940,990)

 

    933,136  
Germany 9.6%

 

adidas AG

    985       215,085  

Allianz SE (Registered)

    2,900       599,203  

BASF SE

    3,200       305,604  

Deutsche Boerse AG

    3,200       426,377  

Evonik Industries AG

    8,175       279,592  

Fresenius Medical Care AG & Co. KGaA

    6,107       615,427  

Siemens AG (Registered)

    2,800       369,171  
   

 

 

 

(Cost $2,441,967)

 

    2,810,459  
Ireland 1.5%

 

Kerry Group PLC “A” (a)

    3,721       389,238  

Kerry Group PLC “A” (a)

    379       39,621  
   

 

 

 

(Cost $278,106)

 

    428,859  
Japan 3.0%

 

Komatsu Ltd.

    7,400       211,965  

Mitsubishi UFJ Financial Group, Inc.

    44,200       253,115  

Omron Corp.

    3,600       168,264  

SMC Corp.

    700       257,842  
   

 

 

 

(Cost $1,059,433)

 

    891,186  
Luxembourg 2.4%

 

Eurofins Scientific

    700       388,981  

Globant SA* (b)

    5,433       308,540  
   

 

 

 

(Cost $433,497)

 

    697,521  
    Shares     Value ($)  
Malaysia 0.7%

 

IHH Healthcare Bhd. (Cost $177,866)

    136,600       206,580  
Netherlands 1.0%

 

Heineken NV (Cost $305,281)

    2,900       290,849  
Norway 0.5%

 

Marine Harvest ASA (Cost $82,231)

    7,200       143,257  
Sweden 2.2%

 

Alfa Laval AB

    7,000       165,977  

Assa Abloy AB “B”

    10,800       229,963  

Spotify Technology SA* (b)

    1,400       235,536  
   

 

 

 

(Cost $586,895)

 

    631,476  
Switzerland 4.4%

 

Comet Holding AG (Registered)*

    1,400       151,215  

Lonza Group AG (Registered)*

    2,700       715,657  

Nestle SA (Registered)

    5,509       427,513  
   

 

 

 

(Cost $759,219)

 

    1,294,385  
United Kingdom 6.5%

 

Aon PLC (b)

    2,070       283,942  

Compass Group PLC

    22,300       475,834  

Experian PLC

    16,400       404,586  

Halma PLC

    23,900       431,568  

Spirax-Sarco Engineering PLC

    3,650       313,307  
   

 

 

 

(Cost $1,357,350)

 

    1,909,237  
United States 47.3%

 

A.O. Smith Corp.

    3,500       207,025  

Activision Blizzard, Inc.

    6,800       518,976  

Alphabet, Inc. “A”*

    580       654,930  

American Express Co.

    3,200       313,600  

AMETEK, Inc.

    6,300       454,608  

Amphenol Corp. “A”

    7,000       610,050  

Apple, Inc.

    1,779       329,311  

Applied Materials, Inc.

    6,300       290,997  

Becton, Dickinson & Co.

    2,705       648,010  

Bristol-Myers Squibb Co.

    3,250       179,855  

CBRE Group, Inc. “A”*

    4,700       224,378  

Danaher Corp.

    6,300       621,684  

Ecolab, Inc.

    2,460       345,212  

EOG Resources, Inc.

    3,300       410,619  

EPAM Systems, Inc.*

    2,550       317,041  

Evolent Health, Inc. “A”*

    13,400       282,070  

Facebook, Inc. “A”*

    2,330       452,765  

Fidelity National Information Services, Inc.

    3,000       318,090  

Hilton Worldwide Holdings, Inc.

    2,700       213,732  

Intuit, Inc.

    1,600       326,888  

JPMorgan Chase & Co.

    6,664       694,389  

Las Vegas Sands Corp.

    2,850       217,626  

LKQ Corp.*

    7,250       231,275  

MasterCard, Inc. “A”

    3,700       727,124  

McDonald’s Corp.

    1,840       288,310  

Microsoft Corp.

    5,000       493,050  

NVIDIA Corp.

    1,300       307,970  

Progressive Corp.

    15,200       899,080  

Schlumberger Ltd.

    4,500       301,635  

Scotts Miracle-Gro Co.

    1,800       149,688  
 

 

The accompanying notes are an integral part of the financial statements.

 

Deutsche DWS Variable Series II —

DWS Global Equity VIP

  |   5


Table of Contents
    Shares     Value ($)  

ServiceNow, Inc.*

    1,000       172,470  

T-Mobile U.S., Inc.*

    6,500       388,375  

TJX Companies, Inc.

    3,500       333,130  

Union Pacific Corp.

    1,900       269,192  

Zoetis, Inc.

    7,800       664,482  
   

 

 

 

(Cost $9,134,574)

 

    13,857,637  
Total Common Stocks (Cost $21,108,704)

 

    28,857,906  
Cash Equivalents 1.2%    

DWS Central Cash Management Government Fund, 1.85% (c) (Cost $346,473)

    346,473       346,473  
    % of Net
Assets
    Value ($)  

Total Investment Portfolio (Cost $21,455,177)

    99.7       29,204,379  
Other Assets and Liabilities, Net     0.3       94,082  
Net Assets     100.0       29,298,461  
 

A summary of the Fund’s transactions with affiliated investments during the period ended June 30, 2018 are as follows:

 

Value ($) at
12/31/2017
  Purchases
Cost ($)
    Sales
Proceeds ($)
   

Net

Realized
Gain/
(Loss) ($)

    Net Change in
Unrealized
Appreciation
(Depreciation) ($)
    Income ($)     Capital Gain
Distributions ($)
    Number
of Shares
at
6/30/2018
    Value ($)
at
6/30/2018
 

Securities Lending Collateral —%

 

       

DWS Government & Agency Securities Portfolio “DWS Government Cash Institutional Shares,” 1.80% (c) (d)

 

395,119           395,119                   2,137                    

Cash Equivalents 1.2%

 

       

DWS Central Cash Management Government Fund, 1.85% (c)

 

480,743     5,413,987       5,548,257                   2,449             346,473       346,473  
875,862     5,413,987       5,943,376                   4,586             346,473       346,473  

 

*

Non-income producing security.

 

(a)

Securities with the same description are the same corporate entity but trade on different stock exchanges.

 

(b)

Listed on the New York Stock Exchange.

 

(c)

Affiliated fund managed by DWS Investment Management Americas, Inc. The rate shown is the annualized seven-day yield at period end.

 

(d)

Represents collateral held in connection with securities lending. Income earned by the Fund is net of borrower rebates. Represents the net increase (purchase cost) or decrease (sales proceeds) in the amount invested for the period ended June 30, 2018.

144A: Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers.

ADR: American Depositary Receipt

 

The accompanying notes are an integral part of the financial statements.

 

  6     |  

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DWS Global Equity VIP


Table of Contents

Fair Value Measurements

Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in three broad levels. Level 1 includes quoted prices in active markets for identical securities. Level 2 includes other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds and credit risk). Level 3 includes significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments). The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities.

The following is a summary of the inputs used as of June 30, 2018 in valuing the Fund’s investments. For information on the Fund’s policy regarding the valuation of investments, please refer to the Security Valuation section of Note A in the accompanying Notes to Financial Statements.

 

Assets   Level 1     Level 2     Level 3      Total  
Common Stocks         

Canada

  $ 2,064,388     $     $      $ 2,064,388  

China

    1,028,230       1,402,327              2,430,557  

Finland

          268,379              268,379  

France

          933,136              933,136  

Germany

          2,810,459              2,810,459  

Ireland

          428,859              428,859  

Japan

          891,186              891,186  

Luxembourg

    308,540       388,981              697,521  

Malaysia

          206,580              206,580  

Netherlands

          290,849              290,849  

Norway

          143,257              143,257  

Sweden

    235,536       395,940              631,476  

Switzerland

          1,294,385              1,294,385  

United Kingdom

    283,942       1,625,295              1,909,237  

United States

    13,857,637                    13,857,637  
Short-Term Investment     346,473                    346,473  
Total   $     18,124,746     $     11,079,633     $                 —      $     29,204,379  

There have been no transfers between fair value measurement levels during the period ended June 30, 2018.

 

The accompanying notes are an integral part of the financial statements.

 

Deutsche DWS Variable Series II —

DWS Global Equity VIP

  |   7


Table of Contents

Statement of
Assets and Liabilities

 

 

as of June 30, 2018 (Unaudited)        
Assets        

Investments in non-affiliated securities, at value (cost $21,108,704)

  $ 28,857,906  

Investment in DWS Central Cash Management Government Fund (cost $346,473)

    346,473  

Cash

    49  

Foreign currency, at value (cost $204,608)

    202,358  

Receivable for Fund shares sold

    5,331  

Dividends receivable

    33,195  

Interest receivable

    1,014  

Foreign taxes recoverable

    32,442  

Other assets

    280  

Total assets

    29,479,048  

Liabilities

       

Payable for Fund shares redeemed

    119,377  

Accrued management fee

    7,791  

Accrued Trustees’ fees

    597  

Other accrued expenses and payables

    52,822  

Total liabilities

    180,587  

Net assets, at value

  $   29,298,461  

Net Assets Consist of

       

Undistributed net investment income

    147,341  

Net unrealized appreciation (depreciation) on:

 

Investments

    7,749,202  

Foreign currency

    (3,425

Accumulated net realized gain (loss)

    1,360,359  

Paid-in capital

    20,044,984  

Net assets, at value

  $ 29,298,461  

Net Asset Value

       

Net asset value, offering and redemption price

per share ($29,298,461 ÷ 2,509,808 outstanding

shares of beneficial interest, no par value,

unlimited number of shares authorized)

  $ 11.67  

    
Statement of Operations

 

 

for the six months ended June 30, 2018 (Unaudited)  
Investment Income        

Income:

 

Dividends (net of foreign taxes withheld of $29,220)

  $ 289,921  

Income distributions — DWS Central Cash Management Government Fund

    2,449  
Securities lending income, net of borrower rebates     2,137  

Other income

    1,300  

Total income

    295,807  

Expenses:

 

Management fee

    96,684  

Administration fee

    14,875  

Services to Shareholders

    206  

Custodian fee

    12,782  

Professional fees

    36,213  

Reports to shareholders

    7,262  

Trustees’ fees and expenses

    2,124  

Other

    6,876  

Total expenses before expense reductions

    177,022  

Expense reductions

    (38,665

Total expenses after expense reductions

    138,357  

Net investment income

    157,450  
Realized and Unrealized Gain (Loss)        

Net realized gain (loss) from:

 

Investments

    1,453,016  

Foreign currency

    (1,019
      1,451,997  

Change in net unrealized appreciation (depreciation) on:

 

Investments

    (1,424,454

Foreign currency

    (4,175
        (1,428,629)  

Net gain (loss)

    23,368  

Net increase (decrease) in net assets resulting from operations

  $ 180,818  
 

 

The accompanying notes are an integral part of the financial statements.

 

  8     |  

Deutsche DWS Variable Series II —

DWS Global Equity VIP


Table of Contents
Statements of Changes in Net Assets    

 

    Six Months
Ended
June 30, 2018
   

Year Ended
December 31,

 
Increase (Decrease) in Net Assets   (Unaudited)     2017  

Operations:

   

Net investment income

  $ 157,450     $ 215,910  

Net realized gain

    1,451,997       5,321,643  

Change in net unrealized appreciation (depreciation)

    (1,428,629     3,917,327  

Net increase (decrease) in net assets resulting from operations

    180,818       9,454,880  

Distributions to shareholders from:

   

Net investment income

   

Class A

    (219,217     (233,988

Fund share transactions:

   

Class A

   

Proceeds from shares sold

    479,757       1,174,131  

Reinvestment of distributions

    219,217       233,988  

Cost of shares redeemed

    (1,970,509     (23,512,478

Net increase (decrease) in net assets from Class A share transactions

    (1,271,535     (22,104,359

Increase (decrease) in net assets

    (1,309,934     (12,883,467

Net assets at beginning of period

    30,608,395       43,491,862  

Net assets at end of period (including undistributed net investment income of $147,341 and $209,108, respectively)

  $   29,298,461     $   30,608,395  

Other Information

               

Class A

   

Shares outstanding at beginning of period

    2,616,821       4,587,493  

Shares sold

    40,530       110,161  

Shares issued to shareholders in reinvestment of distributions

    19,280       22,499  

Shares redeemed

    (166,823     (2,103,332

Net increase (decrease) in Class A shares

    (107,013     (1,970,672

Shares outstanding at end of period

    2,509,808       2,616,821  

 

The accompanying notes are an integral part of the financial statements.

 

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Financial Highlights            

 

    Six Months
Ended 6/30/18
    Years Ended December 31,  
Class A   (Unaudited)     2017     2016     2015     2014     2013  
Selected Per Share Data                                                
Net asset value, beginning of period   $ 11.70     $ 9.48     $ 9.00     $ 9.21     $ 9.27     $ 7.96  
Income (loss) from investment operations:            

Net investment incomea

    .06       .05       .04       .05       .06       .14  

Net realized and unrealized gain (loss)

    .00 ***       2.22       .51       (.21     .04       1.37  

Total from investment operations

    .06       2.27       .55       (.16     .10       1.51  
Less distributions from:            

Net investment income

    (.09     (.05     (.07     (.05     (.16     (.20
Net asset value, end of period   $ 11.67     $ 11.70     $ 9.48     $ 9.00     $ 9.21     $ 9.27  
Total Return (%)     .51 b**       24.04 b       6.11 b,c       (1.75 )b      1.14       19.31 b  
             
Ratios to Average Net Assets and Supplemental Data                                                
Net assets, end of period ($ millions)     29       31       43       49       68       73  
Ratio of expenses before expense reductions (%)d     1.19 *       1.06       1.03       1.00       .95       1.06  
Ratio of expenses after expense reductions (%)d     .93 *       .95       .95       .91       .95       .99  
Ratio of net investment income (%)     1.06 *       .49       .49       .58       .59       1.69  
Portfolio turnover rate (%)     29 **       19       46       79       78       139  

 

a 

Based on average shares outstanding during the period.

 

b 

Total return would have been lower had certain expenses not been reimbursed.

 

c 

Includes a reimbursement by the Advisor for a realized loss on a trade executed incorrectly, which otherwise would have reduced total return by .31%.

 

d 

Expense ratio does not reflect charges and fees associated with the separate account that invests in the Fund or any variable life insurance policy or variable annuity contract for which the Fund is an investment option.

 

* 

Annualized

 

** 

Not annualized

 

***

Amount is less than $.005.

 

The accompanying notes are an integral part of the financial statements.

 

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Notes to Financial Statements   (Unaudited)

A. Organization and Significant Accounting Policies

DWS Global Equity VIP (formerly Deutsche Global Equity VIP) (the “Fund”) is a diversified series of Deutsche DWS Variable Series II (formerly Deutsche Variable Series II) (the “Trust”), which is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company organized as a Massachusetts business trust.

The Fund’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) which require the use of management estimates. Actual results could differ from those estimates. The Fund qualifies as an investment company under Topic 946 of Accounting Standards Codification of U.S. GAAP. The policies described below are followed consistently by the Fund in the preparation of its financial statements.

Security Valuation. Investments are stated at value determined as of the close of regular trading on the New York Stock Exchange on each day the exchange is open for trading.

Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in three broad levels. Level 1 includes quoted prices in active markets for identical securities. Level 2 includes other significant observable inputs (including quoted prices for similar securities, interest rates,

prepayment speeds and credit risk). Level 3 includes significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments). The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities.

Equity securities are valued at the most recent sale price or official closing price reported on the exchange (U.S. or foreign) or over-the-counter market on which they trade. Securities for which no sales are reported are valued at the calculated mean between the most recent bid and asked quotations on the relevant market or, if a mean cannot be determined, at the most recent bid quotation. Equity securities are generally categorized as Level 1. For certain international equity securities, in order to adjust for events which may occur between the close of the foreign exchanges and the close of the New York Stock Exchange, a fair valuation model may be used. This fair valuation model takes into account comparisons to the valuation of American Depository Receipts (ADRs), futures contracts and certain indices and these securities are categorized as Level 2.

Investments in open-end investment companies are valued at their net asset value each business day and are categorized as Level 1.

Securities and other assets for which market quotations are not readily available or for which the above valuation procedures are deemed not to reflect fair value are valued in a manner that is intended to reflect their fair value as determined in accordance with procedures approved by the Board and are generally categorized as Level 3. In accordance with the Fund’s valuation procedures, factors considered in determining value may include, but are not limited to, the type of the security; the size of the holding; the initial cost of the security; the existence of any contractual restrictions on the security’s disposition; the price and extent of public trading in similar securities of the issuer or of comparable companies; quotations or evaluated prices from broker-dealers and/or pricing services; information obtained from the issuer, analysts, and/or the appropriate stock exchange (for exchange-traded securities); an analysis of the company’s or issuer’s financial statements; an evaluation of the forces that influence the issuer and the market(s) in which the security is purchased and sold; and with respect to debt securities, the maturity, coupon, creditworthiness, currency denomination and the movement of the market in which the security is normally traded. The value determined under these procedures may differ from published values for the same securities.

Disclosure about the classification of fair value measurements is included in a table following the Fund’s Investment Portfolio.

Securities Lending. Deutsche Bank AG, as lending agent, lends securities of the Fund to certain financial institutions under the terms of its securities lending agreement. During the term of the loans, the Fund continues to receive interest and dividends generated by the securities and to participate in any changes in their market value. The Fund requires the borrowers of the securities to maintain collateral with the Fund consisting of either cash or liquid, unencumbered assets having a value at least equal to the value of the securities loaned. When the collateral falls below specified amounts, the lending agent will use its best effort to obtain additional collateral on the next business day to meet required amounts under the securities lending agreement. As of period end, any securities on loan were collateralized by cash. During the six months ended

 

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June 30, 2018, the Fund invested the cash collateral into a joint trading account in affiliated money market funds managed by DWS Investment Management Americas, Inc. As of June 30, 2018, the Fund invested the cash collateral in DWS Government & Agency Securities Portfolio. DWS Investment Management Americas, Inc. receives a management/administration fee (0.14% annualized effective rate as of June 30, 2018) on the cash collateral invested in DWS Government & Agency Securities Portfolio. The Fund receives compensation for lending its securities either in the form of fees or by earning interest on invested cash collateral net of borrower rebates and fees paid to a lending agent. Either the Fund or the borrower may terminate the loan at any time, and the borrower, after notice, is required to return borrowed securities within a standard time period. There may be risks of delay and costs in recovery of securities or even loss of rights in the collateral should the borrower of the securities fail financially. If the Fund is not able to recover securities lent, the Fund may sell the collateral and purchase a replacement investment in the market, incurring the risk that the value of the replacement security is greater than the value of the collateral. The Fund is also subject to all investment risks associated with the reinvestment of any cash collateral received, including, but not limited to, interest rate, credit and liquidity risk associated with such investments.

As of June 30, 2018, the Fund had no securities on loan.

Foreign Currency Translations. The books and records of the Fund are maintained in U.S. dollars. Investment securities and other assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the prevailing exchange rates at period end. Purchases and sales of investment securities, income and expenses are translated into U.S. dollars at the prevailing exchange rates on the respective dates of the transactions.

Net realized and unrealized gains and losses on foreign currency transactions represent net gains and losses between trade and settlement dates on securities transactions, the acquisition and disposition of foreign currencies, and the difference between the amount of net investment income accrued and the U.S. dollar amount actually received. The portion of both realized and unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed but is included with net realized and unrealized gain/appreciation and loss/depreciation on investments.

Taxes. The Fund’s policy is to comply with the requirements of the Internal Revenue Code, as amended, which are applicable to regulated investment companies, and to distribute all of its taxable income to its shareholders.

Additionally, the Fund may be subject to taxes imposed by the governments of countries in which it invests and are generally based on income and/or capital gains earned or repatriated, a portion of which may be recoverable. Based upon the current interpretation of the tax rules and regulations, estimated tax liabilities and recoveries on certain foreign securities are recorded on an accrual basis and are reflected as components of interest income or net change in unrealized gain/loss on investments. Tax liabilities realized as a result of security sales are reflected as a component of net realized gain/loss on investments.

At December 31, 2017, the aggregate cost of investments for federal income tax purposes was $21,924,044. The net unrealized appreciation for all investments based on tax cost was $9,082,018. This consisted of aggregate gross unrealized appreciation for all investments in which there was an excess of value over tax cost of $9,650,964 and aggregate gross unrealized depreciation for all investments in which there was an excess of tax cost over value of $568,946.

The Fund has reviewed the tax positions for the open tax years as of December 31, 2017 and has determined that no provision for income tax and/or uncertain tax positions is required in the Fund’s financial statements. The Fund’s federal tax returns for the prior three fiscal years remain open subject to examination by the Internal Revenue Service.

Distribution of Income and Gains. Distributions from net investment income of the Fund, if any, are declared and distributed to shareholders annually. Net realized gains from investment transactions, in excess of available capital loss carryforwards, would be taxable to the Fund if not distributed and, therefore, will be distributed to shareholders at least annually. The Fund may also make additional distributions for tax purposes if necessary.

The timing and characterization of certain income and capital gain distributions are determined annually in accordance with federal tax regulations which may differ from accounting principles generally accepted in the United States of America. These differences primarily relate to investments in foreign denominated investments, expiration of capital loss carryforward and certain securities sold at a loss. As a result, net investment income (loss) and net realized gain (loss) on investment transactions for a reporting period may

 

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differ significantly from distributions during such period. Accordingly, the Fund may periodically make reclassifications among certain of its capital accounts without impacting the net asset value of the Fund.

The tax character of current year distributions will be determined at the end of the current fiscal year.

Expenses. Expenses of the Trust arising in connection with a specific fund are allocated to that fund. Other Trust expenses which cannot be directly attributed to a fund are apportioned among the funds in the Trust based upon the relative net assets or other appropriate measures.

Contingencies. In the normal course of business, the Fund may enter into contracts with service providers that contain general indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet been made. However, based on experience, the Fund expects the risk of loss to be remote.

Other. Investment transactions are accounted for on a trade date plus one basis for daily net asset value calculations. However, for financial reporting purposes, investment transactions are reported on trade date. Interest income is recorded on the accrual basis. Dividend income is recorded on the ex-dividend date net of foreign withholding taxes. Certain dividends from foreign securities may be recorded subsequent to the ex-dividend date as soon as the Fund is informed of such dividends. Realized gains and losses from investment transactions are recorded on an identified cost basis. Proceeds from litigation payments, if any, are included in net realized gain (loss) from investments.

B. Purchases and Sales of Securities

During the six months ended June 30, 2018, purchases and sales of investment transactions (excluding short-term investments) aggregated $8,562,940 and $9,862,754, respectively.

C. Related Parties

Management Agreement. Under the Investment Management Agreement with DWS Investment Management Americas, Inc. (formerly Deutsche Investment Management Americas Inc.) (“DIMA” or the “Advisor”), an indirect, wholly owned subsidiary of DWS Group GmbH & Co. KGaA (“DWS Group”), the Advisor directs the investments of the Fund in accordance with its investment objectives, policies and restrictions. The Advisor determines the securities, instruments and other contracts relating to investments to be purchased, sold or entered into by the Fund.

Pursuant to the Investment Management Agreement with the Advisor, the Fund pays a monthly management fee based on the Fund’s average daily net assets, computed and accrued daily and payable monthly, at the following annual rates:

 

First $1.5 billion     .650
Next $1.75 billion     .635
Next $1.75 billion     .620
Over $5 billion     .605

Accordingly, for the six months ended June 30, 2018, the fee pursuant to the Investment Management Agreement was equivalent to an annualized rate (exclusive of any applicable waivers/reimbursements) of 0.65% of the Fund’s average daily net assets.

For the period from January 1, 2018 through April 30, 2019, the Advisor has contractually agreed to waive its fee and/or reimburse certain operating expenses to the extent necessary to maintain the total annual operating expenses (excluding certain expenses such as extraordinary expenses, taxes, brokerage and interest expense) of Class A shares at 0.93%.

For the six months ended June 30, 2018, fees waived and/or expenses reimbursed were $38,665.

Administration Fee. Pursuant to an Administrative Services Agreement, DIMA provides most administrative services to the Fund. For all services provided under the Administrative Services Agreement, the Fund pays DIMA an annual fee (“Administration Fee”) of 0.10% of the Fund’s average daily net assets, computed and accrued daily and payable monthly. For the six months ended June 30, 2018, the Administration Fee was $14,875, of which $2,452 is unpaid.

Service Provider Fees. DWS Service Company (“DSC”), an affiliate of the Advisor, is the transfer agent, dividend-paying agent and shareholder service agent for the Fund. Pursuant to a sub-transfer agency agreement between DSC and DST Systems, Inc. (“DST”), DSC has delegated certain transfer agent,

 

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dividend-paying agent and shareholder service agent functions to DST. DSC compensates DST out of the shareholder servicing fee it receives from the Fund. For the six months ended June 30, 2018, the amounts charged to the Fund by DSC aggregated $40, of which $13 is unpaid.

Typesetting and Filing Service Fees. Under an agreement with DIMA, DIMA is compensated for providing certain pre-press and regulatory filing services to the Fund. For the six months ended June 30, 2018, the amount charged to the Fund by DIMA included in the Statement of Operations under “Reports to shareholders” aggregated $4,815, all of which is unpaid.

Trustees’ Fees and Expenses. The Fund paid retainer fees to each Trustee not affiliated with the Advisor, plus specified amounts to the Board Chairperson and Vice Chairperson and to each committee Chairperson.

Affiliated Cash Management Vehicles. The Fund may invest uninvested cash balances in DWS Central Cash Management Government Fund and DWS Variable NAV Money Fund, affiliated money market funds which are managed by the Advisor. Each affiliated money market fund is managed in accordance with Rule 2a-7 under the 1940 Act, which governs the quality, maturity, diversity and liquidity of instruments in which a money market fund may invest. DWS Central Cash Management Government Fund seeks to maintain a stable net asset value, and DWS Variable NAV Money Fund maintains a floating net asset value. The Fund indirectly bears its proportionate share of the expenses of each affiliated money market fund in which it invests. DWS Central Cash Management Government Fund does not pay the Advisor an investment management fee. To the extent that DWS Variable NAV Money Fund pays an investment management fee to the Advisor, the Advisor will waive an amount of the investment management fee payable to the Advisor by the Fund equal to the amount of the investment management fee payable on the Fund’s assets invested in DWS Variable NAV Money Fund.

Securities Lending Fees. Deutsche Bank AG serves as lending agent for the Fund. For the six months ended June 30, 2018, the Fund incurred lending agent fees to Deutsche Bank AG in the amount of $149.

D. Ownership of the Fund

At June 30, 2018, one participating insurance company was owner of record of 10% or more of the total outstanding Class A shares of the Fund, owning 100%.

E. Line of Credit

The Fund and other affiliated funds (the “Participants”) share in a $400 million revolving credit facility provided by a syndication of banks. The Fund may borrow for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities. The Participants are charged an annual commitment fee which is allocated based on net assets, among each of the Participants. Interest is calculated at a rate per annum equal to the sum of the Federal Funds Rate plus 1.25 percent plus if the one-month LIBOR exceeds the Federal Funds Rate, the amount of such excess. The Fund may borrow up to a maximum of 33 percent of its net assets under the agreement. The Fund had no outstanding loans at June 30, 2018.

F. Name Changes

In connection with adoption of the DWS brand, effective July 2, 2018, Deutsche Investment Management Americas Inc., the Advisor, was renamed to DWS Investment Management Americas, Inc. In addition, the “Deutsche Funds” became known as the “DWS Funds.” As a result, Deutsche Variable Series II was renamed Deutsche DWS Variable Series II and Deutsche Global Equity VIP was renamed DWS Global Equity VIP.

 

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Information About Your Fund’s Expenses   (Unaudited)

As an investor of the Fund, you incur two types of costs: ongoing expenses and transaction costs. Ongoing expenses include management fees and other Fund expenses. Examples of transaction costs include contract charges, which are not shown in this section. The following tables are intended to help you understand your ongoing expenses (in dollars) of investing in the Fund and to help you compare these expenses with the ongoing expenses of investing in other mutual funds. In the most recent six-month period, the Fund limited these expenses; had it not done so, expenses would have been higher. The example in the table is based on an investment of $1,000 invested at the beginning of the six-month period and held for the entire period (January 1, 2018 to June 30, 2018).

The tables illustrate your Fund’s expenses in two ways:

 

  Actual Fund Return. This helps you estimate the actual dollar amount of ongoing expenses (but not transaction costs) paid on a $1,000 investment in the Fund using the Fund’s actual return during the period. To estimate the expenses you paid over the period, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the “Expenses Paid per $1,000” line under the share class you hold.

 

  Hypothetical 5% Fund Return. This helps you to compare your Fund’s ongoing expenses (but not transaction costs) with those of other mutual funds using the Fund’s actual expense ratio and a hypothetical rate of return of 5% per year before expenses. Examples using a 5% hypothetical Fund return may be found in the shareholder reports of other mutual funds. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period.

Please note that the expenses shown in these tables are meant to highlight your ongoing expenses only and do not reflect any transaction costs. The “Expenses Paid per $1,000” line of the tables is useful in comparing ongoing expenses only and will not help you determine the relative total expense of owning different funds. If these transaction costs had been included, your costs would have been higher.

 

Expenses and Value of a $1,000 Investment for the six months ended June 30, 2018       
Actual Fund Return     Class A  
Beginning Account Value 1/1/18   $ 1,000.00  
Ending Account Value 6/30/18   $ 1,005.10  
Expenses Paid per $1,000*   $ 4.62  
Hypothetical 5% Fund Return     Class A  
Beginning Account Value 1/1/18   $ 1,000.00  
Ending Account Value 6/30/18   $ 1,020.18  
Expenses Paid per $1,000*   $ 4.66  

 

* Expenses are equal to the Fund’s annualized expense ratio, multiplied by the average account value over the period, multiplied by 181 (the number of days in the most recent six-month period), then divided by 365.

 

Annualized Expense Ratio   Class A  
Deutsche DWS Variable Series II — DWS Global Equity VIP     .93

For more information, please refer to the Fund’s prospectus.

These tables do not reflect charges and fees (“contract charges”) associated with the separate account that invests in the Fund or any variable life insurance policy or variable annuity contract for which the Fund is an investment option.

For an analysis of the fees associated with an investment in the Fund or similar funds, please refer to the current and hypothetical expense calculators for Variable Insurance Products which can be found at dws.com/calculators.

 

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Proxy Voting

The Trust’s policies and procedures for voting proxies for portfolio securities and information about how the Trust voted proxies related to its portfolio securities during the most recent 12-month period ended June 30 are available on our Web site — dws.com/en-us/resources/proxy-voting — or on the SEC’s Web site — sec.gov. To obtain a written copy of the Trust’s policies and procedures without charge, upon request, call us toll free at (800) 728-3337.

 

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Advisory Agreement Board Considerations and Fee Evaluation

The Board of Trustees (hereinafter referred to as the “Board” or “Trustees”) approved the renewal of Deutsche Global Equity VIP’s (now known as DWS Global Equity VIP) (the “Fund”) investment management agreement (the “Agreement”) with Deutsche Investment Management Americas Inc. (now known as DWS Investment Management Americas, Inc.) (“DIMA”) in September 2017.

In terms of the process that the Board followed prior to approving the Agreement, shareholders should know that:

 

 

During the entire process, all of the Fund’s Trustees were independent of DIMA and its affiliates (the “Independent Trustees”).

 

 

The Board met frequently during the past year to discuss fund matters and dedicated a substantial amount of time to contract review matters. Over the course of several months, the Board’s Contract Committee reviewed extensive materials received from DIMA, independent third parties and independent counsel. These materials included an analysis of the Fund’s performance, fees and expenses, and profitability from a fee consultant retained by the Fund’s Independent Trustees (the “Fee Consultant”). Based on its evaluation of the information provided, the Contract Committee presented its findings and recommendations to the Board. The Board then reviewed the Contract Committee’s findings and recommendations.

 

 

The Board also received extensive information throughout the year regarding performance of the Fund.

 

 

The Independent Trustees regularly met privately with counsel to discuss contract review and other matters. In addition, the Independent Trustees were advised by the Fee Consultant in the course of their review of the Fund’s contractual arrangements and considered a comprehensive report prepared by the Fee Consultant in connection with their deliberations.

 

 

In connection with reviewing the Agreement, the Board also reviewed the terms of the Fund’s distribution agreement, administrative services agreement, transfer agency agreement and other material service agreements.

In connection with the contract review process, the Contract Committee and the Board considered the factors discussed below, among others. The Board also considered that DIMA and its predecessors have managed the Fund since its inception, and the Board believes that a long-term relationship with a capable, conscientious advisor is in the best interests of the Fund. The Board considered, generally, that shareholders chose to invest or remain invested in the Fund knowing that DIMA managed the Fund, and that the Agreement was approved by the Fund’s shareholders. DIMA is part of Deutsche Bank AG’s (“Deutsche Bank”) Asset Management (“Deutsche AM”) division. Deutsche AM is a global asset management business that offers a wide range of investing expertise and resources, including research capabilities in many countries throughout the world.

As part of the contract review process, the Board carefully considered the fees and expenses of each Deutsche fund overseen by the Board in light of the fund’s performance. In many cases, this led to the negotiation and implementation of expense caps. As part of these negotiations, the Board indicated that it would consider relaxing these caps in future years following sustained improvements in performance, among other considerations.

While shareholders may focus primarily on fund performance and fees, the Fund’s Board considers these and many other factors, including the quality and integrity of DIMA’s personnel and administrative support services provided by DIMA, such as back-office operations, fund valuations, and compliance policies and procedures.

Nature, Quality and Extent of Services. The Board considered the terms of the Agreement, including the scope of advisory services provided under the Agreement. The Board noted that, under the Agreement, DIMA provides portfolio management services to the Fund and that, pursuant to a separate administrative services agreement, DIMA provides administrative services to the Fund. The Board considered the experience and skills of senior management and investment personnel and the resources made available to such personnel. The Board reviewed the Fund’s performance over short-term and long-term periods and compared those returns to various agreed-upon performance measures, including market index(es) and a peer universe compiled using information supplied by Morningstar Direct (“Morningstar”), an independent fund data service. The Board also noted that it has put into place a process of identifying “Funds in Review” (e.g., funds performing poorly relative to a peer universe), and receives additional reporting from DIMA regarding such funds and, where appropriate, DIMA’s plans to address underperformance. The Board

 

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believes this process is an effective manner of identifying and addressing underperforming funds. Based on the information provided, the Board noted that, for the one-, three- and five-year periods ended December 31, 2016, the Fund’s performance (Class A shares) was in the 2nd quartile, 3rd quartile and 4th quartile, respectively, of the applicable Morningstar universe (the 1st quartile being the best performers and the 4th quartile being the worst performers). The Board also observed that the Fund has underperformed its benchmark in the one-, three- and five-year periods ended December 31, 2016.

Fees and Expenses. The Board considered the Fund’s investment management fee schedule, operating expenses and total expense ratios, and comparative information provided by Broadridge Financial Solutions, Inc. (“Broadridge”) and the Fee Consultant regarding investment management fee rates paid to other investment advisors by similar funds (1st quartile being the most favorable and 4th quartile being the least favorable). With respect to management fees paid to other investment advisors by similar funds, the Board noted that the contractual fee rates paid by the Fund, which include a 0.10% fee paid to DIMA under the Fund’s administrative services agreement, were equal to the median of the applicable Broadridge peer group (based on Broadridge data provided as of December 31, 2016). The Board noted that the Fund’s Class A shares total (net) operating expenses were expected to be higher than the median (3rd quartile) of the applicable Broadridge expense universe (based on Broadridge data provided as of December 31, 2016, and analyzing Broadridge expense universe Class A (net) expenses less any applicable 12b-1 fees) (“Broadridge Universe Expenses”). The Board noted that the expense limitation agreed to by DIMA was expected to help the Fund’s total (net) operating expenses remain competitive. The Board considered the Fund’s management fee rate as compared to fees charged by DIMA to comparable Deutsche U.S. registered funds (“Deutsche Funds”) and considered differences between the Fund and the comparable Deutsche Funds. The information requested by the Board as part of its review of fees and expenses also included information about institutional accounts (including any sub-advised funds and accounts) and funds offered primarily to European investors (“Deutsche Europe funds”) managed by Deutsche AM. The Board noted that DIMA indicated that Deutsche AM does not manage any institutional accounts or Deutsche Europe funds comparable to the Fund.

On the basis of the information provided, the Board concluded that management fees were reasonable and appropriate in light of the nature, quality and extent of services provided by DIMA.

Profitability. The Board reviewed detailed information regarding revenues received by DIMA under the Agreement. The Board considered the estimated costs to DIMA, and pre-tax profits realized by DIMA, from advising the Deutsche Funds, as well as estimates of the pre-tax profits attributable to managing the Fund in particular. The Board also received information regarding the estimated enterprise-wide profitability of DIMA and its affiliates with respect to all fund services in totality and by fund. The Board and the Fee Consultant reviewed DIMA’s methodology in allocating its costs to the management of the Fund. Based on the information provided, the Board concluded that the pre-tax profits realized by DIMA in connection with the management of the Fund were not unreasonable. The Board also reviewed certain publicly available information regarding the profitability of certain similar investment management firms. The Board noted that, while information regarding the profitability of such firms is limited (and in some cases is not necessarily prepared on a comparable basis), DIMA and its affiliates’ overall profitability with respect to the Deutsche Funds (after taking into account distribution and other services provided to the funds by DIMA and its affiliates) was lower than the overall profitability levels of most comparable firms for which such data was available.

Economies of Scale. The Board considered whether there are economies of scale with respect to the management of the Fund and whether the Fund benefits from any economies of scale. The Board noted that the Fund’s investment management fee schedule includes fee breakpoints. The Board concluded that the Fund’s fee schedule represents an appropriate sharing between the Fund and DIMA of such economies of scale as may exist in the management of the Fund at current asset levels.

Other Benefits to DIMA and Its Affiliates. The Board also considered the character and amount of other incidental benefits received by DIMA and its affiliates, including any fees received by DIMA for administrative services provided to the Fund and any fees received by an affiliate of DIMA for transfer agency services provided to the Fund. The Board also considered benefits to DIMA related to brokerage and soft-dollar allocations, including allocating brokerage to pay for research generated by parties other than the executing broker dealers, which pertain primarily to funds investing in equity securities. In addition, the Board considered the incidental public relations benefits to DIMA related to Deutsche Funds advertising and cross-selling opportunities among DIMA products and services. The Board considered these benefits in reaching its conclusion that the Fund’s management fees were reasonable.

 

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Compliance. The Board considered the significant attention and resources dedicated by DIMA to documenting and enhancing its compliance processes in recent years. The Board noted in particular (i) the experience, seniority and time commitment of the individuals serving as DIMA’s and the Fund’s chief compliance officers; (ii) the large number of DIMA compliance personnel; and (iii) the substantial commitment of resources by DIMA and its affiliates to compliance matters.

Based on all of the information considered and the conclusions reached, the Board unanimously determined that the continuation of the Agreement is in the best interests of the Fund. In making this determination, the Board did not give particular weight to any single factor identified above. The Board considered these factors over the course of numerous meetings, certain of which were in executive session with only the Independent Trustees and counsel present. It is possible that individual Independent Trustees may have weighed these factors differently in reaching their individual decisions to approve the continuation of the Agreement.

 

Deutsche DWS Variable Series II —

DWS Global Equity VIP

  |   19


Table of Contents

LOGO

 

  VS2GE-3 (R-028380-7 8/18)

 


Table of Contents

June 30, 2018

Semiannual Report

Deutsche DWS Variable Series II

(formerly Deutsche Variable Series II)

 

 

DWS Global Income Builder VIP

(formerly Deutsche Global Income Builder VIP)

 

LOGO


Table of Contents

Contents

 

  3      Performance Summary
  4      Portfolio Summary
  4      Portfolio Management Team
  5      Investment Portfolio
  17      Statement of Assets and Liabilities
  18      Statement of Operations
  19      Statements of Changes in Net Assets
  20      Financial Highlights
  21      Notes to Financial Statements
  31      Information About Your Fund’s Expenses
  32      Proxy Voting
  33      Advisory Agreement Board Considerations and Fee Evaluation

This report must be preceded or accompanied by a prospectus. To obtain an additional prospectus or summary prospectus, if available, call (800) 728-3337 or your financial representative. We advise you to consider the Fund’s objectives, risks, charges and expenses carefully before investing. The summary prospectus and prospectus contain this and other important information about the Fund. Please read the prospectus carefully before you invest.

Although allocation among different asset categories generally limits risk, fund management may favor an asset category that underperforms other assets or markets as a whole. Stocks may decline in value. Smaller company stocks tend to be more volatile than medium-sized or large company stocks. Dividends are not guaranteed. If the dividend-paying stocks held by the Fund reduce or stop paying dividends, the Fund’s ability to generate income may be adversely affected. Preferred stocks, a type of dividend-paying stock, present certain additional risks. Investing in foreign securities, particularly those of emerging markets, presents certain risks, such as currency fluctuations, political and economic changes, and market risks. Emerging markets tend to be more volatile and less liquid than the markets of more mature economies, and generally have less diverse and less mature economic structures and less stable political systems than those of developed countries. Investing in derivatives entails special risks relating to liquidity, leverage and credit that may reduce returns and/or increase volatility. Bond investments are subject to interest-rate, credit, liquidity and market risks to varying degrees. When interest rates rise, bond prices generally fall. Credit risk refers to the ability of an issuer to make timely payments of principal and interest. Because Exchange Traded Funds (ETFs) trade on a securities exchange, their shares may trade at a premium or discount to their net asset value. ETFs also incur fees and expenses so they may not fully match the performance of the indexes they are designed to track. The Fund may lend securities to approved institutions. Any fund that focuses in a particular segment of the market or region of the world will generally be more volatile than a fund that invests more broadly. See the prospectus for details.

The brand DWS represents DWS Group GmbH & Co. KGaA and any of its subsidiaries such as DWS Distributors, Inc. which offers investment products or DWS Investment Management Americas, Inc. and RREEF America L.L.C. which offer advisory services.

DWS Distributors, Inc., 222 South Riverside Plaza, Chicago, IL 60606, (800) 621-1148

NOT FDIC/NCUA INSURED     NO BANK GUARANTEE     MAY LOSE VALUE     NOT A DEPOSIT

NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY

 

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Table of Contents
Performance Summary   June 30, 2018 (Unaudited)

Fund performance shown is historical, assumes reinvestment of all dividend and capital gain distributions and does not guarantee future results. Investment return and principal value fluctuate with changing market conditions so that, when redeemed, shares may be worth more or less than their original cost. Current performance may be lower or higher than the performance data quoted. Please contact your participating insurance company for the Fund’s most recent month-end performance. Performance does not reflect charges and fees (“contract charges”) associated with the separate account that invests in the Fund or any variable life insurance policy or variable annuity contract for which the Fund is an investment option. These charges and fees will reduce returns.

The gross expense ratio of the Fund, as stated in the fee table of the prospectus dated May 1, 2018 is 0.67% for Class A shares, and may differ from the expense ratio disclosed in the Financial Highlights table in this report.

Generally accepted accounting principles require adjustments to be made to the net assets of the Fund at period end for financial reporting purposes only, and as such, the total return based on the unadjusted net asset value per share may differ from the total return reported in the financial highlights.

Growth of an Assumed $10,000 Investment in DWS Global Income Builder VIP

 

 

LOGO   

The S&P® Target Risk Moderate Index is designed to measure the performance of S&P’s proprietary moderate target risk allocation model. The S&P® Target Risk Moderate Index seeks to provide significant exposure to fixed income, while also allocating a smaller portion of exposure to equities in order to seek current income, some capital preservation, and an opportunity for moderate to low capital appreciation.

 

The Blended Index consists of an equally weighted blend (50%/50%) of the MSCI World High Dividend Yield Index and Bloomberg Barclays U.S. Universal Index.

 

MSCI World High Dividend Yield Index includes securities that offer a meaningfully higher-than-average dividend yield relative to the MSCI World Index and pass dividend sustainability and persistence screens. The index offers broad market coverage, and is free-float market capitalization-weighted to ensure that its performance can be replicated in institutional and retail portfolios. The index is calculated using closing local market prices and translates into US dollars using the London close foreign exchange rates.

 

Bloomberg Barclays U.S. Universal Index represents the union of the U.S. Aggregate Index, the U.S. High-Yield Corporate Index, the 144A Index, the Eurodollar Index, the Emerging Markets Index and the non-ERISA portion of the CMBS Index.

 

Index returns do not reflect any fees or expenses and it is not possible to invest directly into an index.

 

Comparative Results                              
DWS Global Income Builder VIP   6-Month‡   1-Year   3-Year   5-Year   10-Year
Class A   Growth of $10,000   $9,809   $10,639   $11,730   $13,901   $16,950
    Average annual total return   –1.91%   6.39%   5.46%   6.81%   5.42%
S&P® Target Risk Moderate Index   Growth of $10,000   $9,914   $10,430   $11,516   $13,061   $15,660
    Average annual total return   –0.86%   4.30%   4.82%   5.49%   4.59%
Blended Index   Growth of $10,000   $9,753   $10,214   $11,412   $12,736   $16,391
    Average annual total return   –2.47%   2.14%   4.50%   4.96%   5.07%

The growth of $10,000 is cumulative.

 

 

Total returns shown for periods less than one year are not annualized.

 

Deutsche DWS Variable Series II —

DWS Global Income Builder VIP

  |   3


Table of Contents
Portfolio Summary   (Unaudited)

 

Asset Allocation (As a % of Investment Portfolio excluding Securities Lending Collateral)    6/30/18      12/31/17  

Equity

     62%        62%  

Common Stocks

     56%        56%  

Preferred Stocks

     6%        6%  

Fixed Income

     34%        37%  

Government & Agency Obligations

     5%        6%  

Convertible Bonds

     0%        0%  

Corporate Bonds

     12%        13%  

Exchange-Traded Funds

     3%        10%  

Collateralized Mortgage Obligations

     1%        1%  

Commercial Mortgage-Backed Securities

     1%        1%  

Asset-Backed

     4%        1%  

Municipal Bonds and Notes

            0%  

Mortgage-Backed Securities Pass-Throughs

     1%        1%  

Short-Term U.S. Treasury Obligations

     7%        4%  
Cash Equivalents      4%        1%  
       100%        100%  
Sector Diversification (As a % of Equities, Corporate Bonds, Preferred Securities and
Convertible Bonds)
   6/30/18      12/31/17  
Financials      16%        17%  
Information Technology      15%        14%  
Consumer Discretionary      14%        14%  
Energy      12%        11%  
Industrials      9%        10%  
Telecommunication Services      7%        7%  
Real Estate      7%        7%  
Health Care      7%        6%  
Consumer Staples      6%        6%  
Materials      4%        4%  
Utilities      3%        4%  
       100%        100%  

Portfolio holdings and characteristics are subject to change.

For more complete details about the Fund’s investment portfolio, see page 5.

Following the Fund’s fiscal first and third quarter-end, a complete portfolio holdings listing is filed with the SEC on Form N-Q. The form will be available on the SEC’s Web site at sec.gov, and it also may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the SEC’s Public Reference Room may be obtained by calling (800) SEC-0330. The Fund’s portfolio holdings are also posted on dws.com from time to time. Please see the Fund’s current prospectus for more information.

Portfolio Management Team

John D. Ryan, Managing Director

Darwei Kung, Managing Director

Di Kumble, CFA, Managing Director

Kevin Bliss, Director

Portfolio Managers

 

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Investment Portfolio   June 30, 2018 (Unaudited)

 

    Shares     Value ($)  
Common Stocks 52.4%  
Consumer Discretionary 6.8%  

Auto Components 0.2%

 

Bridgestone Corp.

    4,205       164,656  

Nokian Renkaat Oyj

    3,836       151,310  
   

 

 

 
    315,966  

Automobiles 1.2%

 

Daimler AG (Registered)

    2,835       182,111  

Ford Motor Co.

    27,415       303,484  

General Motors Co.

    3,673       144,716  

Honda Motor Co., Ltd.

    4,850       142,460  

Nissan Motor Co., Ltd.

    31,085       302,877  

Subaru Corp.

    6,100       177,609  

Toyota Motor Corp.

    5,800       376,133  
   

 

 

 
    1,629,390  

Diversified Consumer Services 0.2%

 

New Oriental Education & Technology Group, Inc. (ADR)

    2,328       220,369  

Hotels, Restaurants & Leisure 1.0%

 

Carnival Corp.

    2,999       171,873  

Darden Restaurants, Inc.

    1,643       175,900  

Las Vegas Sands Corp.

    3,409       260,311  

McDonald’s Corp.

    1,800       282,042  

Sands China Ltd.

    26,800       143,459  

Starbucks Corp.

    3,497       170,828  

TUI AG

    7,906       173,220  
   

 

 

 
    1,377,633  

Household Durables 0.5%

 

Berkeley Group Holdings PLC

    2,592       129,265  

Garmin Ltd.

    3,110       189,710  

Leggett & Platt, Inc.

    3,718       165,971  

Sekisui House Ltd.

    11,654       206,289  
   

 

 

 
    691,235  

Internet & Direct Marketing Retail 1.0%

 

Amazon.com, Inc.*

    652       1,108,270  

Ctrip.com International Ltd. (ADR)*

    3,167       150,844  

JD.com, Inc. (ADR)*

    3,818       148,711  
   

 

 

 
    1,407,825  

Leisure Products 0.3%

 

Bandai Namco Holdings, Inc.

    3,400       140,534  

Hasbro, Inc.

    1,676       154,712  

Sega Sammy Holdings, Inc.

    8,200       140,521  
   

 

 

 
    435,767  

Media 1.1%

 

Comcast Corp. “A”

    8,266       271,207  

Interpublic Group of Companies, Inc.

    8,005       187,637  

Omnicom Group, Inc.

    2,430       185,336  

SES SA “A” (ADR)

    12,090       222,080  

Shaw Communications, Inc. “B”

    11,723       238,803  

Walt Disney Co.

    2,515       263,597  

WPP PLC

    12,851       201,628  
   

 

 

 
    1,570,288  
    Shares     Value ($)  

Multiline Retail 0.3%

 

Marks & Spencer Group PLC

    51,480       199,886  

Target Corp.

    2,185       166,322  
   

 

 

 
    366,208  

Specialty Retail 0.4%

 

Home Depot, Inc.

    1,634       318,793  

L Brands, Inc.

    4,843       178,610  
   

 

 

 
    497,403  

Textiles, Apparel & Luxury Goods 0.6%

 

Cie Financiere Richemont SA (Registered)

    1,582       133,790  

LVMH Moet Hennessy Louis Vuitton SE

    408       135,482  

NIKE, Inc. “B”

    2,142       170,675  

Tapestry, Inc.

    3,343       156,152  

VF Corp.

    2,151       175,349  
   

 

 

 
    771,448  
Consumer Staples 3.7%  

Beverages 0.7%

 

Ambev SA (ADR)

    26,731       123,765  

Anheuser-Busch InBev SA

    1,738       175,858  

Coca-Cola Co.

    9,125       400,223  

PepsiCo, Inc.

    3,021       328,896  
   

 

 

 
    1,028,742  

Food & Staples Retailing 0.5%

 

Lawson, Inc.

    2,500       156,189  

Sysco Corp.

    2,339       159,730  

Walmart, Inc.

    2,516       215,496  

Wesfarmers Ltd.

    4,233       154,683  
   

 

 

 
    686,098  

Food Products 1.1%

 

Archer-Daniels-Midland Co.

    3,446       157,930  

General Mills, Inc.

    3,343       147,961  

Kellogg Co.

    2,286       159,723  

Kraft Heinz Co.

    2,462       154,663  

Marine Harvest ASA

    13,359       265,801  

Nestle SA (Registered)

    5,390       418,278  

The Hershey Co.

    1,629       151,595  
   

 

 

 
    1,455,951  

Household Products 0.6%

 

Colgate-Palmolive Co.

    2,370       153,600  

Kimberly-Clark Corp.

    1,477       155,587  

Procter & Gamble Co.

    5,759       449,547  
   

 

 

 
    758,734  

Tobacco 0.8%

 

Altria Group, Inc.

    5,192       294,854  

British American Tobacco PLC

    1,112       56,193  

British American Tobacco PLC (ADR)

    1,736       87,581  

Imperial Brands PLC

    5,841       217,212  

Japan Tobacco, Inc.

    6,077       170,421  

Philip Morris International, Inc.

    4,036       325,867  
   

 

 

 
    1,152,128  
 

 

The accompanying notes are an integral part of the financial statements.

 

Deutsche DWS Variable Series II —

DWS Global Income Builder VIP

  |   5


Table of Contents
    Shares     Value ($)  
Energy 4.9%

 

Oil, Gas & Consumable Fuels

 

BP PLC

    52,858       401,785  

Chevron Corp.

    3,969       501,801  

Enagas SA

    5,731       167,477  

Enbridge, Inc.

    7,259       259,491  

Eni SpA

    10,997       203,928  

Exxon Mobil Corp.

    8,699       719,668  

Gazprom PJSC (ADR)

    71,058       313,366  

Inter Pipeline Ltd.

    11,921       223,431  

Kinder Morgan, Inc.

    10,058       177,725  

LUKOIL PJSC (ADR)

    6,871       473,618  

Occidental Petroleum Corp.

    2,669       223,342  

ONEOK, Inc.

    3,236       225,970  

Pembina Pipeline Corp.

    4,135       143,206  

Phillips 66

    1,260       141,511  

Plains GP Holdings LP “A”*

    6,612       158,093  

Repsol SA

    7,464       145,708  

Royal Dutch Shell PLC “A”

    12,562       435,177  

Royal Dutch Shell PLC “B”

    10,601       378,879  

Snam SpA

    35,986       150,262  

Targa Resources Corp.

    7,916       391,763  

TOTAL SA

    5,177       314,996  

TransCanada Corp. (a)

    3,548       153,509  

Valero Energy Corp.

    1,271       140,865  

Williams Companies, Inc.

    6,892       186,842  
   

 

 

 
    6,632,413  
Financials 7.3%

 

Banks 4.7%

 

Aozora Bank Ltd.

    4,300       163,957  

Australia & New Zealand Banking Group Ltd.

    9,691       202,743  

Banco Bradesco SA (ADR) (Preferred)

    17,788       122,026  

Bank of America Corp.

    13,225       372,813  

Bank of Montreal

    1,911       147,717  

Bank of Nova Scotia

    3,293       186,461  

BB&T Corp.

    2,810       141,736  

BNP Paribas SA

    2,576       159,560  

Canadian Imperial Bank of Commerce

    2,026       176,240  

Citigroup, Inc.

    2,887       193,198  

Commonwealth Bank of Australia

    4,153       224,130  

Danske Bank AS

    4,244       132,666  

Hang Seng Bank Ltd.

    6,000       150,002  

HSBC Holdings PLC

    49,435       462,387  

Itau Unibanco Holding SA (ADR) (Preferred)

    26,228       272,247  

Japan Post Bank Co., Ltd.

    11,500       134,126  

JPMorgan Chase & Co.

    5,029       524,022  

Lloyds Banking Group PLC

    217,577       180,534  

Mizuho Financial Group, Inc.

    93,373       157,670  

National Australia Bank Ltd.

    12,569       255,256  

People’s United Financial, Inc.

    8,192       148,193  

Royal Bank of Canada

    3,105       233,799  

Sberbank of Russia PJSC (ADR)

    19,216       275,846  

Skandinaviska Enskilda Banken AB “A”

    21,107       200,361  

Swedbank AB “A”

    8,904       190,350  

Toronto-Dominion Bank

    3,105       179,713  

U.S. Bancorp.

    2,862       143,157  

Wells Fargo & Co.

    6,769       375,273  

Westpac Banking Corp.

    11,420       248,121  
   

 

 

 
    6,354,304  
    Shares     Value ($)  

Capital Markets 0.2%

 

CME Group, Inc.

    1,320       216,374  

Diversified Financial Services 0.2%

 

AMP Ltd.

    49,491       130,388  

Berkshire Hathaway, Inc. “B”*

    1,118       208,675  
   

 

 

 
    339,063  

Insurance 2.1%

 

Ageas

    2,952       148,682  

Allianz SE (Registered)

    728       150,421  

American Financial Group, Inc.

    1,397       149,940  

Assicurazioni Generali SpA

    10,678       178,804  

Aviva PLC

    24,427       162,464  

AXA SA

    6,893       168,869  

Baloise Holding AG (Registered)

    971       141,012  

Chubb Ltd.

    1,118       142,008  

Japan Post Holdings Co., Ltd.

    13,200       144,598  

Legal & General Group PLC

    41,348       144,785  

MetLife, Inc.

    3,123       136,163  

Muenchener Rueckversicherungs-Gesellschaft AG (Registered)

    692       146,309  

Poste Italiane SpA 144A

    22,461       187,701  

Power Financial Corp.

    6,100       142,681  

Sampo Oyj “A”

    5,407       263,841  

Swiss Re AG

    2,647       228,532  

Zurich Insurance Group AG*

    859       254,304  
   

 

 

 
    2,891,114  

Thrifts & Mortgage Finance 0.1%

 

New York Community Bancorp., Inc.

    14,432       159,329  
Health Care 4.7%

 

Biotechnology 0.7%

 

AbbVie, Inc.

    3,977       368,469  

Amgen, Inc.

    1,797       331,708  

Gilead Sciences, Inc.

    3,642       257,999  
   

 

 

 
    958,176  

Health Care Equipment & Supplies 0.3%

 

Abbott Laboratories

    2,421       147,657  

Medtronic PLC

    2,239       191,681  
   

 

 

 
    339,338  

Health Care Providers & Services 0.4%

 

CVS Health Corp.

    2,245       144,466  

UnitedHealth Group, Inc.

    1,583       388,373  
   

 

 

 
    532,839  

Pharmaceuticals 3.3%

 

Astellas Pharma, Inc.

    11,800       180,418  

AstraZeneca PLC

    3,558       246,769  

Bayer AG (Registered)

    1,238       136,265  

Bristol-Myers Squibb Co.

    3,841       212,561  

Daiichi Sankyo Co., Ltd.

    4,300       164,632  

Eli Lilly & Co.

    2,565       218,872  

GlaxoSmithKline PLC

    18,666       376,679  

Johnson & Johnson

    5,592       678,533  

Merck & Co., Inc.

    6,436       390,665  

Mitsubishi Tanabe Pharma Corp.

    8,200       141,739  

Novartis AG (Registered)

    4,746       359,328  

Novo Nordisk AS ‘‘B”

    3,150       146,379  

Pfizer, Inc.

    14,662       531,937  

Roche Holding AG (Genusschein)

    1,848       410,340  
 

 

The accompanying notes are an integral part of the financial statements.

 

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Table of Contents
    Shares     Value ($)  

Sanofi

    2,113       168,935  

Takeda Pharmaceutical Co., Ltd.

    4,000       169,301  
   

 

 

 
      4,533,353  
Industrials 5.7%    

Aerospace & Defense 1.0%

   

BAE Systems PLC

    19,072       162,589  

Boeing Co.

    939       315,044  

Harris Corp.

    973       140,637  

Lockheed Martin Corp.

    797       235,458  

Northrop Grumman Corp.

    466       143,388  

Raytheon Co.

    981       189,510  

United Technologies Corp.

    1,717       214,677  
   

 

 

 
      1,401,303  

Air Freight & Logistics 0.2%

   

Royal Mail PLC

    25,356       168,814  

United Parcel Service, Inc. “B”

    1,280       135,974  
   

 

 

 
      304,788  

Airlines 0.1%

   

Japan Airlines Co., Ltd.

    3,700       131,245  

Building Products 0.1%

   

Johnson Controls International PLC

    4,415       147,682  

Commercial Services & Supplies 0.4%

 

Park24 Co., Ltd.

    5,700       155,148  

Quad Graphics, Inc.

    2       42  

Republic Services, Inc.

    3,023       206,652  

Waste Management, Inc.

    2,624       213,436  
   

 

 

 
      575,278  

Construction & Engineering 0.5%

 

Kajima Corp.

    18,000       139,370  

Obayashi Corp.

    13,800       143,694  

Skanska AB “B”

    9,003       163,430  

Taisei Corp.

    2,600       143,257  
   

 

 

 
      589,751  

Electrical Equipment 0.4%

   

ABB Ltd. (Registered)

    7,155       156,223  

Eaton Corp. PLC

    2,559       191,260  

Emerson Electric Co.

    2,685       185,641  
   

 

 

 
      533,124  

Industrial Conglomerates 0.7%

 

3M Co.

    1,317       259,080  

General Electric Co.

    11,452       155,862  

Honeywell International, Inc.

    1,874       269,949  

Siemens AG (Registered)

    1,524       200,935  
   

 

 

 
      885,826  

Machinery 0.9%

   

Caterpillar, Inc.

    1,058       143,539  

Cummins, Inc.

    1,015       134,995  

Deere & Co.

    959       134,068  

Illinois Tool Works, Inc.

    978       135,492  

Ingersoll-Rand PLC

    1,648       147,875  

Kone Oyj “B”

    4,354       221,928  

PACCAR, Inc.

    2,328       144,243  

Stanley Black & Decker, Inc.

    995       132,146  
   

 

 

 
    1,194,286  
    Shares     Value ($)  

Marine 0.1%

 

Kuehne + Nagel International AG (Registered)

    956       143,626  

Professional Services 0.4%

 

Adecco Group AG (Registered)

    3,051       180,044  

Nielsen Holdings PLC

    5,039       155,856  

SGS SA (Registered)

    74       196,952  
   

 

 

 
    532,852  

Road & Rail 0.1%

 

Union Pacific Corp.

    1,051       148,906  

Trading Companies & Distributors 0.8%

 

Fastenal Co.

    2,890       139,096  

ITOCHU Corp.

    11,439       207,768  

Marubeni Corp.

    24,649       188,258  

Mitsubishi Corp.

    6,300       175,489  

Mitsui & Co., Ltd.

    10,751       179,445  

Sumitomo Corp.

    12,566       206,961  
   

 

 

 
    1,097,017  
Information Technology 10.4%

 

Communications Equipment 0.6%

 

Cisco Systems, Inc.

    11,699       503,408  

Motorola Solutions, Inc.

    1,628       189,451  

Nokia Oyj

    29,770       171,339  
   

 

 

 
    864,198  

Electronic Equipment, Instruments & Components 0.2%

 

Corning, Inc.

    5,293       145,610  

TE Connectivity Ltd.

    1,567       141,124  
   

 

 

 
    286,734  

Internet Software & Services 2.0%

 

Alibaba Group Holding Ltd. (ADR)*

    1,154       214,102  

Alphabet, Inc. “A”*

    373       421,188  

Alphabet, Inc. “C”*

    405       451,838  

Baidu, Inc. (ADR)*

    685       166,455  

Facebook, Inc. “A”*

    3,444       669,238  

NetEase, Inc. (ADR)

    1,166       294,613  

Tencent Holdings Ltd. (ADR)

    5,768       289,842  

Yahoo Japan Corp. (a)

    40,000       132,848  
   

 

 

 
    2,640,124  

IT Services 2.2%

 

Accenture PLC “A”

    1,602       262,071  

Automatic Data Processing, Inc.

    1,681       225,489  

Broadridge Financial Solutions, Inc.

    1,251       143,990  

Cognizant Technology Solutions Corp. “A”

    2,142       169,197  

Fidelity National Information Services, Inc.

    1,421       150,669  

Infosys Ltd. (ADR)

    10,431       202,674  

International Business Machines Corp.

    3,097       432,651  

Leidos Holdings, Inc.

    2,515       148,385  

MasterCard, Inc. “A”

    1,797       353,146  

Otsuka Corp.

    3,600       141,299  

Paychex, Inc.

    3,447       235,602  

Visa, Inc. “A”

    2,564       339,602  

Western Union Co.

    10,970       223,020  
   

 

 

 
    3,027,795  
 

 

The accompanying notes are an integral part of the financial statements.

 

Deutsche DWS Variable Series II —

DWS Global Income Builder VIP

  |   7


Table of Contents
    Shares     Value ($)  

Semiconductors & Semiconductor Equipment 1.8%

 

Analog Devices, Inc.

    1,499       143,784  

Broadcom, Inc.

    931       225,898  

Intel Corp.

    8,786       436,752  

KLA-Tencor Corp.

    1,190       122,011  

Maxim Integrated Products, Inc.

    2,634       154,510  

NVIDIA Corp.

    559       132,427  

QUALCOMM, Inc.

    5,105       286,493  

Taiwan Semiconductor Manufacturing Co., Ltd. (ADR)

    11,642       425,632  

Texas Instruments, Inc.

    2,138       235,714  

Tokyo Electron Ltd.

    700       120,668  

Xilinx, Inc.

    2,139       139,591  
   

 

 

 
    2,423,480  

Software 1.8%

 

Adobe Systems, Inc.*

    652       158,964  

CA, Inc.

    5,107       182,065  

Intuit, Inc.

    723       147,713  

Micro Focus International PLC

    8,096       140,938  

Microsoft Corp.

    13,238       1,305,399  

Oracle Corp.

    5,708       251,494  

SAP SE

    1,539       177,881  
   

 

 

 
    2,364,454  

Technology Hardware, Storage & Peripherals 1.8%

 

Apple, Inc.

    8,931       1,653,217  

Canon, Inc.

    6,874       225,495  

HP, Inc.

    6,590       149,527  

Samsung Electronics Co., Ltd. (GDR)

    162       169,290  

Seagate Technology PLC

    2,608       147,274  

Xerox Corp.

    5,344       128,256  
   

 

 

 
    2,473,059  
Materials 0.6%

 

Chemicals 0.3%

 

Air Products & Chemicals, Inc.

    879       136,887  

DowDuPont, Inc.

    2,332       153,725  

GEO Specialty Chemicals, Inc.* (b)

    91,118       19,135  

LyondellBasell Industries NV “A”

    1,252       137,532  
   

 

 

 
    447,279  

Metals & Mining 0.2%

 

MMC Norilsk Nickel PJSC (ADR) (a)

    13,520       243,766  

Paper & Forest Products 0.1%

 

UPM-Kymmene Oyj

    3,850       137,726  
Real Estate 3.2%

 

Equity Real Estate Investment Trusts (REITs)

 

AvalonBay Communities, Inc.

    848       145,763  

Brixmor Property Group, Inc.

    14,249       248,360  

Camden Property Trust

    1,583       144,259  

Colony Capital, Inc.

    24,215       151,102  

Crown Castle International Corp.

    1,396       150,517  

H&R Real Estate Investment Trust (Units)

    9,686       148,239  

HCP, Inc.

    9,270       239,351  

Iron Mountain, Inc.

    8,575       300,211  

Japan Real Estate Investment Corp.

    29       153,475  

Japan Retail Fund Investment Corp.

    96       173,199  

Kimco Realty Corp.

    15,553       264,246  

Liberty Property Trust

    3,167       140,393  
    Shares     Value ($)  

Mid-America Apartment Communities, Inc.

    1,490       149,998  

National Retail Properties, Inc.

    4,372       192,193  

Prologis, Inc.

    2,249       147,737  

Public Storage

    727       164,927  

Realty Income Corp.

    3,220       173,204  

RioCan Real Estate Investment Trust

    8,642       158,753  

Simon Property Group, Inc.

    1,211       206,100  

Stockland

    47,750       140,458  

The Macerich Co.

    3,353       190,551  

Ventas, Inc.

    3,702       210,829  

Vicinity Centres

    72,715       139,618  

Welltower, Inc.

    3,841       240,792  
   

 

 

 
    4,374,275  
Telecommunication Services 3.2%

 

Diversified Telecommunication Services 2.5%

 

AT&T, Inc.

    22,909       735,608  

BCE, Inc.

    5,373       217,593  

Deutsche Telekom AG (Registered)*

    12,611       195,315  

Nippon Telegraph & Telephone Corp.

    3,800       172,665  

Orange SA

    9,243       154,497  

Proximus SA

    5,847       131,773  

Singapore Telecommunications Ltd.

    75,445       170,518  

Swisscom AG (Registered)

    493       220,265  

Telefonica Deutschland Holding AG

    35,214       138,642  

Telefonica SA

    16,157       137,087  

Telenor ASA

    7,154       146,884  

Telia Co. AB

    39,841       181,797  

TELUS Corp.

    6,229       221,271  

Verizon Communications, Inc.

    11,766       591,947  
   

 

 

 
    3,415,862  

Wireless Telecommunication Services 0.7%

 

KDDI Corp.

    6,700       183,559  

NTT DoCoMo, Inc.

    10,169       259,301  

Tele2 AB “B”

    11,484       134,780  

Vodafone Group PLC

    129,953       315,057  
   

 

 

 
    892,697  
Utilities 1.9%

 

Electric Utilities 1.2%

 

American Electric Power Co., Inc.

    2,127       147,295  

Duke Energy Corp.

    2,441       193,034  

EDP — Energias de Portugal SA

    36,589       145,117  

Entergy Corp.

    2,002       161,742  

Exelon Corp.

    3,659       155,873  

Fortum Oyj

    6,994       166,889  

NextEra Energy, Inc.

    918       153,334  

PPL Corp.

    5,577       159,223  

Southern Co.

    4,084       189,130  

SSE PLC

    9,569       170,920  
   

 

 

 
    1,642,557  

Multi-Utilities 0.7%

 

CenterPoint Energy, Inc.

    5,672       157,171  

Consolidated Edison, Inc.

    1,923       149,955  

Dominion Energy, Inc

    2,327       158,655  

Engie SA

    9,085       139,255  

National Grid PLC

    13,492       149,344  
 

 

The accompanying notes are an integral part of the financial statements.

 

  8     |  

Deutsche DWS Variable Series II —

DWS Global Income Builder VIP


Table of Contents
    Shares     Value ($)  

WEC Energy Group, Inc.

    2,334       150,893  
   

 

 

 
              905,273  

Total Common Stocks (Cost $62,177,664)

 

    71,146,451  
Preferred Stocks 5.4%    
Financials 2.4%  

Bank of America Corp. Series Y, 6.5%

    15,000       394,950  

BB&T Corp. 5.625%

    10,000       263,700  

Capital One Financial Corp. Series G, 5.2%

    10,000       244,600  

Citigroup, Inc. Series S, 6.3%

    15,000       393,900  

Fifth Third Bancorp. Series I, 6.625%

    10,000       271,100  

JPMorgan Chase & Co. Series AA, 6.1%

    15,000       395,400  

KeyCorp Series E, 6.125%

    10,000       266,800  

Morgan Stanley Series K, 5.85%

    10,000       256,900  

The Goldman Sachs Group, Inc. Series J, 5.5%

    17,000       439,960  

Wells Fargo & Co. Series Y, 5.625%

    15,000       377,550  
   

 

 

 
      3,304,860  
Real Estate 1.6%  

AGNC Investment Corp. Series C, 7.0% (REIT)

    14,427       375,102  

AGNC Investment Corp. Series B, 7.75% (REIT)

    18,000       462,060  

Kimco Realty Corp. Series L, 5.125% (REIT)

    15,000       343,650  

Prologis, Inc. Series Q, 8.54% (REIT)

    164       10,777  

Simon Property Group, Inc. Series J, 8.375% (REIT)

    8,000       563,320  

VEREIT, Inc. Series F, 6.7% (REIT)

    15,000       376,800  
   

 

 

 
      2,131,709  
Telecommunication Services 0.6%  

Verizon Communications, Inc. 5.9%

    30,000       776,400  
Utilities 0.8%  

Dominion Energy, Inc. Series A, 5.25%

    30,000       742,200  

Southern Co. 5.25%

    15,000       369,000  
   

 

 

 
              1,111,200  

Total Preferred Stocks (Cost $7,613,224)

 

    7,324,169  
Warrant 0.0%  
Materials  

Hercules Trust II, Expiration Date 3/31/2029* (b) (Cost $30,283)

    170       7,126  
    Principal
Amount ($)(c)
    Value ($)  
Corporate Bonds 11.8%  
Consumer Discretionary 2.6%  

1011778 B.C. Unlimited Liability Co., 144A, 5.0%, 10/15/2025

    200,000       189,240  
    Principal
Amount ($)(c)
    Value ($)  

Altice Financing SA, 144A, 7.5%, 5/15/2026

    400,000       386,880  

Altice France SA, 144A, 7.375%, 5/1/2026

    300,000       293,310  

American Axle & Manufacturing, Inc., 6.25%, 4/1/2025 (a)

    350,000       347,375  

Asbury Automotive Group, Inc., 6.0%, 12/15/2024

    300,000       297,282  

Cablevision Systems Corp., 5.875%, 9/15/2022

    300,000       297,750  

CCO Holdings LLC, 144A, 5.875%, 5/1/2027

    500,000       488,125  

Charter Communications Operating LLC, 3.75%, 2/15/2028

    160,000       144,906  

CSC Holdings LLC:

 

144A, 5.5%, 4/15/2027

    400,000       382,000  

144A, 10.125%, 1/15/2023

    200,000       220,500  

Expedia Group, Inc., 3.8%, 2/15/2028

    180,000       164,834  

General Motors Co., 6.6%, 4/1/2036

    30,000       32,470  

Virgin Media Secured Finance PLC, 144A, 5.25%, 1/15/2026

    350,000       323,750  
   

 

 

 
      3,568,422  
Consumer Staples 0.2%  

Albertsons Cos, Inc., 144A, 3-month USD-LIBOR + 3.750%, 6.085%**, 1/15/2024

    155,000       155,388  

B&G Foods, Inc., 5.25%, 4/1/2025 (a)

    100,000       94,250  
   

 

 

 
      249,638  
Energy 3.8%  

Cheniere Corpus Christi Holdings LLC, 5.875%, 3/31/2025

    200,000       208,000  

Chesapeake Energy Corp., 8.0%, 1/15/2025 (a)

    65,000       66,199  

Crestwood Midstream Partners LP, 6.25%, 4/1/2023

    700,000       712,250  

CrownRock LP, 144A, 5.625%, 10/15/2025

    100,000       96,500  

Enbridge, Inc.,
5.5%, 7/15/2077

    200,000       182,250  

Energy Transfer Equity LP, 5.5%, 6/1/2027

    100,000       100,000  

EnLink Midstream Partners LP, 4.85%, 7/15/2026

    500,000       473,780  

Hilcorp Energy I LP, 144A, 5.75%, 10/1/2025

    200,000       199,500  

KazMunayGas National Co. JSC, 144A, 4.75%, 4/19/2027

    1,000,000       975,124  

Laredo Petroleum, Inc., 6.25%, 3/15/2023

    200,000       200,250  

MEG Energy Corp., 144A, 6.5%, 1/15/2025

    200,000       199,500  

Oasis Petroleum, Inc., 6.875%, 3/15/2022 (a)

    96,000       97,652  

Plains All American Pipeline LP, 2.85%, 1/31/2023

    55,000       51,779  

Range Resources Corp., 5.0%, 8/15/2022

    200,000       198,000  

Resolute Energy Corp., 8.5%, 5/1/2020

    100,000       99,750  
 

 

The accompanying notes are an integral part of the financial statements.

 

Deutsche DWS Variable Series II —

DWS Global Income Builder VIP

  |   9


Table of Contents
    Principal
Amount ($)(c)
    Value ($)  

Southwestern Energy Co., 7.75%, 10/1/2027

    100,000       103,750  

Sunoco Logistics Partners Operations LP, 5.3%, 4/1/2044

    20,000       18,129  

Targa Resources Partners LP, 5.375%, 2/1/2027

    200,000       194,000  

Weatherford International Ltd., 9.875%, 2/15/2024

    200,000       201,936  

WildHorse Resource Development Corp., 6.875%, 2/1/2025

    500,000       509,375  

WPX Energy, Inc.:

 

5.25%, 9/15/2024

    200,000       196,750  

6.0%, 1/15/2022

    40,000       41,600  
   

 

 

 
      5,126,074  
Financials 1.7%  

BPCE SA, 144A, 4.875%, 4/1/2026

    700,000       694,320  

FS Investment Corp., 4.75%, 5/15/2022

    70,000       69,763  

Royal Bank of Scotland Group PLC, 7.5%, 8/10/2020

    800,000       815,600  

TC Ziraat Bankasi AS:

 

144A, 5.125%, 5/3/2022

    200,000       185,042  

144A, 5.125%, 9/29/2023

    350,000       310,902  

Westpac Banking Corp., 5.0%, 9/21/2027

    300,000       258,950  
   

 

 

 
      2,334,577  
Health Care 0.4%  

HCA, Inc., 5.25%, 6/15/2026

    500,000       496,600  
Industrials 0.3%  

Bombardier, Inc., 144A, 6.0%, 10/15/2022

    300,000       298,785  

Park Aerospace Holdings Ltd., 144A, 5.25%, 8/15/2022

    175,000       173,252  
   

 

 

 
      472,037  
Information Technology 0.1%  

Dell International LLC, 144A, 8.1%, 7/15/2036

    30,000       35,225  

Netflix, Inc., 4.375%, 11/15/2026 (a)

    100,000       93,480  
   

 

 

 
      128,705  
Materials 1.2%  

AK Steel Corp., 7.0%, 3/15/2027 (a)

    200,000       190,000  

Ardagh Packaging Finance PLC, 144A, 7.25%, 5/15/2024

    200,000       208,000  

CF Industries, Inc., 144A, 4.5%, 12/1/2026

    20,000       19,858  

Constellium NV, 144A, 6.625%, 3/1/2025

    250,000       251,875  

Evraz Group SA, 144A, 5.375%, 3/20/2023

    300,000       294,450  

Glencore Funding LLC, 144A, 4.625%, 4/29/2024

    20,000       20,109  

United States Steel Corp., 6.875%, 8/15/2025

    200,000       201,190  

Vedanta Resources PLC, 144A, 7.125%, 5/31/2023

    400,000       377,000  
   

 

 

 
      1,562,482  
    Principal
Amount ($)(c)
    Value ($)  
Real Estate 0.4%  

CBL & Associates LP:

 

(REIT), 5.25%, 12/1/2023

    45,000       39,150  

(REIT), 5.95%, 12/15/2026

    110,000       92,640  

Government Properties Income Trust, (REIT), 4.0%, 7/15/2022

    105,000       103,758  

Hospitality Properties Trust, (REIT), 3.95%, 1/15/2028

    100,000       91,365  

Omega Healthcare Investors, Inc., (REIT), 4.75%, 1/15/2028 (a)

    110,000       106,053  

Select Income REIT:

 

(REIT), 4.15%, 2/1/2022

    60,000       59,582  

(REIT), 4.25%, 5/15/2024

    45,000       43,033  
   

 

 

 
      535,581  
Telecommunication Services 1.0%  

AT&T, Inc., 4.5%, 5/15/2035

    105,000       97,119  

CenturyLink, Inc., Series Y, 7.5%, 4/1/2024 (a)

    300,000       308,250  

Intelsat Jackson Holdings SA, 7.25%, 10/15/2020

    600,000       597,000  

Sprint Corp., 7.625%, 2/15/2025

    300,000       306,003  
   

 

 

 
      1,308,372  
Utilities 0.1%  

AmeriGas Partners LP, 5.75%, 5/20/2027

    200,000       190,000  

Total Corporate Bonds (Cost $16,652,962)

 

    15,972,488  
Asset-Backed 3.4%  
Miscellaneous  

Apidos CLO XXIX, “A2”, Series 2018-29A, 144A, 3-month USD-LIBOR + 1.55% 3.942%**, 7/25/2030

    1,500,000       1,499,969  

Dell Equipment Finance Trust, “D”, Series 2017-1, 144A, 3.44%, 4/24/2023

    280,000       278,417  

Domino’s Pizza Master Issuer LLC, “A23”, Series 2017-1A, 144A, 4.118%, 7/25/2047

    337,450       336,607  

Dryden 55 CLO Ltd., “B”, Series 2018-55A, 144A, 3-month USD-LIBOR + 1.55% 3.591%**, 4/15/2031

    1,500,000       1,499,955  

Hilton Grand Vacations Trust, “B”, Series 2014-AA, 144A, 2.07%, 11/25/2026

    129,168       127,010  

Neuberger Berman Loan Advisers CLO Ltd., “B”, Series 2018-28A, 144A, 3-month USD-LIBOR + 1.6% 3.655%**, 4/20/2030

    750,000       749,975  

Wendy’s Funding LLC, “A2I”, Series 2018-1A, 144A, 3.573%, 3/15/2048

    159,200       154,825  

Total Asset-Backed (Cost $4,655,770)

 

    4,646,758  
Mortgage-Backed Securities Pass-Throughs 1.1%  

Federal Home Loan Mortgage Corp.:

 

3.5%, 5/1/2046

    1,413,821       1,411,332  

6.0%, 3/1/2038

    4,012       4,402  
 

 

The accompanying notes are an integral part of the financial statements.

 

  10     |  

Deutsche DWS Variable Series II —

DWS Global Income Builder VIP


Table of Contents
    Principal
Amount ($)(c)
    Value ($)  

Federal National Mortgage Association:

 

4.5%, 9/1/2035

    7,086       7,384  

6.0%, 1/1/2024

    10,927       11,941  

Total Mortgage-Backed Securities Pass-Throughs (Cost $1,482,632)

 

    1,435,059  
Commercial Mortgage-Backed Securities 0.6%  

CSAIL Commercial Mortgage Trust, “A4”, Series 2015-C4, 3.808%, 11/15/2048

    300,000       302,411  

FHLMC Multifamily Structured Pass-Through Certificates, “X1”, Series K043, Interest Only, 0.672%**, 12/25/2024

    4,939,682       149,189  

GMAC Commercial Mortgage Securities, Inc., “G”, Series 2004-C1, 144A, 5.455%, 3/10/2038

    457,641       424,302  

Total Commercial Mortgage-Backed Securities
(Cost $923,236)

 

    875,902  
Collateralized Mortgage Obligations 1.4%  

Federal Home Loan Mortgage Corp.:

 

“H”, Series 4865, 4.0%, 8/15/2044

    808,343       829,845  

“PI”, Series 3843, Interest Only, 4.5%, 5/15/2038

    182,673       12,544  

“C31”, Series 303, Interest Only, 4.5%, 12/15/2042

    1,122,230       256,273  

“H”, Series 2278, 6.5%, 1/15/2031

    117       119  

Federal National Mortgage Association:

 

“WO”, Series 2013-27, Principal Only, Zero Coupon, 12/25/2042

    220,000       130,517  

“4”, Series 406, Interest Only, 4.0%, 9/25/2040

    100,307       21,130  

“I”, Series 2003-84, Interest Only, 6.0%, 9/25/2033

    116,620       18,682  

Government National Mortgage Association:

 

“QI”, Series 2011-112, Interest Only, 4.0%, 5/16/2026

    168,268       13,413  

“PI”, Series 2015-40, Interest Only, 4.0%, 4/20/2044

    235,726       31,520  

“BI”, Series 2010-30, Interest Only, 4.5%, 7/20/2039

    32,734       3,791  

“PI”, Series 2014-108, Interest Only, 4.5%, 12/20/2039

    62,627       10,007  

“IP”, Series 2014-11, Interest Only, 4.5%, 1/20/2043

    164,233       24,070  

“IQ”, Series 2011-18, Interest Only, 5.5%, 1/16/2039

    63,789       5,399  

“IN”, Series 2009-69, Interest Only, 5.5%, 8/20/2039

    189,364       35,512  

“IV”, Series 2009-69, Interest Only, 5.5%, 8/20/2039

    184,367       36,325  

“IJ”, Series 2009-75, Interest Only, 6.0%, 8/16/2039

    127,635       24,504  
    Principal
Amount ($)(c)
    Value ($)  

RESIMAC, “A2”, Series 2017-2, Australian Bank Bill Short Term Rates 1 Month Mid + 1.200%, 3.115%**, 1/15/2049

    AUD 570,312       421,002  

Total Collateralized Mortgage Obligations
(Cost $1,662,873)

 

    1,874,653  
Government & Agency Obligations 5.3%  
Other Government Related (d) 1.0%  

Gazprom OAO, 144A, 4.95%, 7/19/2022 (a)

    400,000       402,800  

Sberbank of Russia, 144A, 5.125%, 10/29/2022

    200,000       198,540  

Southern Gas Corridor CJSC, 144A, 6.875%, 3/24/2026

    700,000       754,684  
   

 

 

 
      1,356,024  
Sovereign Bonds 4.3%  

Export Credit Bank of Turkey, 144A, 5.375%, 10/24/2023

    350,000       317,538  

Government of Indonesia, Series FR56, 8.375%, 9/15/2026

    IDR 10,340,000,000       734,191  

Mexican Udibonos Inflation-Linked Bond, Series S, 2.0%, 6/9/2022

    MXN 9,042,339       425,640  

Republic of Angola, 144A, 9.5%, 11/12/2025

    650,000       708,871  

Republic of Argentina, Series NY, Step-up Coupon, 2.5% to 3/31/2019, 3.75% to 3/31/2029, 5.25% to 12/31/2038

    1,500,000       850,500  

Republic of Hungary, Series 19/A, 6.5%, 6/24/2019

    HUF 16,900,000       63,332  

Republic of Namibia, 144A, 5.25%, 10/29/2025

    550,000       506,702  

Republic of Nigeria, 144A, 6.5%, 11/28/2027

    400,000       371,709  

Republic of Senegal, 144A, 6.25%, 7/30/2024

    800,000       783,059  

Republic of Zambia, 144A, 5.375%, 9/20/2022

    500,000       415,676  

United Mexican States, Series M, 5.75%, 3/5/2026

    MXN 13,525,200       608,088  
   

 

 

 
      5,785,306  
U.S. Treasury Obligation 0.0%  

U.S. Treasury Bond, 3.0%, 2/15/2048

    20,000       20,067  

Total Government & Agency Obligations
(Cost $7,585,074)

 

    7,161,397  
Convertible Bond 0.2%  
Materials  

GEO Specialty Chemicals, Inc., 3-month USD-LIBOR + 14.0%, 16.006% PIK, 10/18/2025** (b) (Cost $247,932)

    249,283       297,270  
 

 

The accompanying notes are an integral part of the financial statements.

 

Deutsche DWS Variable Series II —

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  |   11


Table of Contents
    Principal
Amount ($)(c)
    Value ($)  
Short-Term U.S. Treasury Obligations 6.8%

 

U.S. Treasury Bills:

 

1.18%***, 8/16/2018 (e)

    4,223,000       4,213,366  

1.368%***, 10/11/2018

    556,000       552,992  

1.381%***, 10/11/2018

    2,500,000       2,486,472  

1.949%***, 10/11/2018 (f) (g)

    2,000,000       1,989,178  

Total Short-Term U.S. Treasury Obligations
(Cost $9,248,947)

 

    9,242,008  
    Shares     Value ($)  
Exchange-Traded Funds 3.3%

 

SPDR Bloomberg Barclays High Yield Bond ETF (a)

    80,000       2,838,400  

VanEck Vectors JPMorgan EM Local Currency Bond ETF

    100,000       1,702,000  

Total Exchange-Traded Funds
(Cost $4,595,900)

 

    4,540,400  
    Shares     Value ($)  
Securities Lending Collateral 3.6%

 

DWS Government & Agency Securities Portfolio “DWS Government Cash Institutional Shares”, 1.80% (h) (i) (Cost $4,814,781)

    4,814,781       4,814,781  
Cash Equivalents 3.5%

 

DWS Central Cash Management Government Fund, 1.85% (h) (Cost $4,769,625)

    4,769,625       4,769,625  
    % of Net
Assets
    Value ($)  

Total Investment Portfolio (Cost $126,460,903)

    98.8       134,108,087  
Other Assets and Liabilities, Net     1.2       1,684,705  
Net Assets     100.0       135,792,792  
 

 

A summary of the Fund’s transactions with affiliated investments during the period ended June 30, 2018 are as follows:

 

Value ($) at
12/31/2017
  Purchases
Cost ($)
   

Sales

Proceeds ($)

    Net
Realized
Gain/
(Loss) ($)
    Net Change in
Unrealized
Appreciation
(Depreciation) ($)
    Income ($)     Capital Gain
Distributions ($)
   

Number
of Shares

at

6/30/2018

    Value ($)
at
6/30/2018
 

Securities Lending Collateral 3.6%

 

DWS Government & Agency Securities Portfolio “DWS Government Cash Institutional Shares”, 1.80% (h) (i)

 

3,253,298     1,561,483                         35,779                       4,814,781       4,814,781  

Cash Equivalents 3.5%

 

       

DWS Central Cash Management Government Fund, 1.85% (h)

 

1,616,434     51,658,350       48,505,159                   36,015             4,769,625       4,769,625  
4,869,732     53,219,833       48,505,159                   71,794             9,584,406       9,584,406  

 

*

Non-income producing security.

 

**

Variable or floating rate security. These securities are shown at their current rate as of June 30, 2018. For securities based on a published reference rate and spread, the reference rate and spread are indicated within the description above. Certain variable rate securities are not based on a published reference rate and spread but adjust periodically based on current market conditions, prepayment of underlying positions and/or other variables.

 

***

Annualized yield at time of purchase; not a coupon rate.

 

(a)

All or a portion of these securities were on loan. In addition, “Other Assets and Liabilities, Net” may include pending sales that are also on loan. The value of securities loaned at June 30, 2018 amounted to $4,664,614, which is 3.4% of net assets.

 

(b)

Investment was valued using significant unobservable inputs.

 

(c)

Principal amount stated in U.S. dollars unless otherwise noted.

 

(d)

Government-backed debt issued by financial companies or government sponsored enterprises.

 

(e)

At June 30, 2018, this security has been pledged, in whole or in part, to cover initial margin requirements for open futures contracts.

 

(f)

At June 30, 2018, this security has been pledged, in whole or in part, to cover initial margin requirements for open centrally cleared swap contracts.

 

(g)

At June 30, 2018, this security has been pledged, in whole or in part, as collateral for open over-the-counter derivatives.

 

(h)

Affiliated fund managed by DWS Investment Management Americas, Inc. The rate shown is the annualized seven-day yield at period end.

 

(i)

Represents collateral held in connection with securities lending. Income earned by the Fund is net of borrower rebates. Represents the net increase (purchase cost) or decrease (sales proceeds) in the amount invested for the period ended June 30, 2018.

144A: Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers.

ADR: American Depositary Receipt

ASX: Australian Securities Exchange

CDOR: Canadian Dollar Offered Rate

CJSC: Closed Joint Stock Company

CLO: Collateralized Loan Obligation

EM: Emerging Markets

GDR: Global Depositary Receipt

Interest Only: Interest Only (IO) bonds represent the “interest only” portion of payments on a pool of underlying mortgages or mortgage-backed securities. IO securities are subject to prepayment risk of the pool of underlying mortgages.

JSC: Joint Stock Company

 

The accompanying notes are an integral part of the financial statements.

 

  12     |  

Deutsche DWS Variable Series II —

DWS Global Income Builder VIP


Table of Contents

LIBOR: London Interbank Offered Rate

MSCI: Morgan Stanley Capital International

PIK: Denotes that all or a portion of the income is paid in-kind in the form of additional principal.

PJSC: Public Joint Stock Company

Principal Only: Principal Only (PO) bonds represent the “principal only” portion of payments on a pool of underlying mortgages or mortgage-backed securities.

REIT: Real Estate Investment Trust

SPDR: Standard & Poor’s Depositary Receipt

At June 30, 2018, open futures contracts purchased were as follows:

 

Futures   Currency   Expiration
Date
    Contracts     Notional
Amount ($)
    Notional
Value ($)
    Unrealized
Appreciation
(Depreciation) ($)
 
10 Year U.S. Treasury Note   USD     9/19/2018       37       4,451,352       4,446,938       (4,414
MSCI Mini Emerging Market Index   USD     9/21/2018       53       2,996,648       2,818,854       (177,794
NASDAQ 100 E-Mini Index   USD     9/21/2018       29       4,202,039       4,098,715       (103,324
U.S. Treasury Long Bond   USD     9/19/2018       13       1,876,497       1,885,000       8,503  
Ultra 10 Year U.S. Treasury Note   USD     9/19/2018       57       7,348,668       7,309,359       (39,309
Ultra Long U.S. Treasury Bond   USD     9/19/2018       13       2,079,724       2,074,313       (5,411
Total net unrealized depreciation

 

    (321,749

At June 30, 2018, open futures contracts sold were as follows:

 

 

Futures   Currency   Expiration
Date
    Contracts     Notional
Amount ($)
    Notional
Value ($)
    Unrealized
Appreciation
(Depreciation) ($)
 
2 Year U.S. Treasury Note   USD     9/28/2018       45       9,525,152       9,532,265       (7,113
3 Month Euro Euribor Interest Rate   EUR     6/17/2019       2       585,064       585,447       (383
3 Month Euro Swiss Franc (Euroswiss) Interest Rate   CHF     6/17/2019       2       508,176       508,230       (54
3 Month Euroyen   JPY     6/17/2019       2       451,085       451,136       (51
3 Month Sterling (Short Sterling) Interest Rate   GBP     6/19/2019       3       490,151       489,957       194  
5 Year U.S. Treasury Note   USD     9/28/2018       59       6,721,280       6,703,414       17,866  
90 Day Eurodollar   USD     6/17/2019       2       486,020       485,725       295  
ASX 90 Day Bank Accepted Bills   AUD     6/13/2019       3       2,208,707       2,208,930       (223
Euro Stoxx 50 Index   EUR     9/21/2018       102       4,134,805       4,039,210       95,595  
Euro-Schatz   EUR     9/6/2018       114       14,903,550       14,921,787       (18,237
Total net unrealized appreciation

 

    87,889  

At June 30, 2018, open written option contracts were as follows:

Options on Interest Rate Swap Contracts

 

Counterparty   Swap
Effective/
Expiration
Date
  Contract
Amount
  Notional
Amount ($)
    Option
Expiration
Date
    Premiums
Received
($)
    Value ($)     Unrealized
Appreciation
($)
 

Put Options

 

Pay Fixed — 3.25% — Receive Floating — 3 Month LIBOR

 

Citigroup,

Inc.

  3/5/2019

3/5/2049

  17,600,000     17,600,000       3/1/2019       530,544       (268,018     262,526  

 

The accompanying notes are an integral part of the financial statements.

 

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  |   13


Table of Contents

At June 30, 2018, open credit default swap contracts sold were as follows:

 

Centrally Cleared Swaps                            
Underline Reference Obligation   Fixed
Cash
Flows
Received/
Frequency
    Expiration
Date
    Notional
Amount (j)
  Currency     Value ($)     Upfront
Payments
Paid ($)
    Unrealized
Depreciation ($)
 
Markit CDX North America High Yield Index    
5.0%/
Quarterly

 
    6/20/2023     4,800,000     USD       289,533       317,455       (27,922)  

 

(j)

The maximum potential amount of future undiscounted payments that the Fund could be required to make under a credit default swap contract would be the notional amount of the contract. These potential amounts would be partially offset by any recovery values of the referenced debt obligation or net amounts received from the settlement of buy protection credit default swap contracts entered into by the Fund for the same referenced debt obligation, if any.

At June 30, 2018, open interest rate swap contracts were as follows:

 

Centrally Cleared Swaps                               
Cash Flows Paid
by the Fund/
Frequency
  Cash Flows Received
by the Fund/
Frequency
  Effective/
Expiration
Date
  Notional
Amount 
  Currency   Value ($)     Upfront
Payments
Paid/
(Received) ($)
    Unrealized
Appreciation/
(Depreciation) ($)
 
Fixed — 2.5%
Semi-Annually
  Floating — 3-Month LIBOR Quarterly   6/20/2018
6/20/2048
  2,260,000   USD     225,144       76,293       148,851  
Fixed — 2.16%
Semi-Annually
  Floating — 3-Month CDOR Semi-Annually   6/27/2018
6/26/2020
  6,200,000   CAD     8,486             8,486  
Fixed — 1.75%
Semi-Annually
  Floating — 3-Month LIBOR Quarterly   6/20/2018
6/20/2020
  734,000   USD     14,656       6,299       8,357  
Fixed — 3.18%
Semi-Annually
  Floating — 3-Month LIBOR Quarterly   3/5/2019
3/5/2049
  3,110,000   USD     (142,410           (142,410
Fixed — 2.165%
Semi-Annually
  Floating — 3-Month CDOR Semi-Annually   6/26/2018
6/26/2020
  5,000,000   CAD     6,463             6,463  
Fixed — 2.25%
Semi-Annually
  Floating — 3-Month LIBOR Quarterly   6/20/2018
6/20/2028
  12,500,000   USD     778,492       304,094       474,398  
Floating — 3-Month LIBOR Quarterly   Fixed — 2.0%
Semi-Annually
  6/20/2018
6/20/2023
  11,400,000   USD     (475,066     (197,319     (277,747
Total net unrealized appreciation

 

    226,398  

CDOR: Canadian Dollar Offered Rate: 3-month CDOR rate at June 30, 2018 is 1.774%

LIBOR: London Interbank Offered Rate: 3-month LIBOR rate at June 30, 2018 is 2.336%

As of June 30, 2018, the Fund had the following open forward foreign currency contracts:

 

Contracts to Deliver     In Exchange For     Settlement
Date
    Unrealized
Appreciation ($)
    Counterparty
GBP     2,400,075       USD       3,413,939       7/12/2018       245,187     BNP Paribas 
MXN     12,800,000       USD       697,445       7/20/2018       54,662     HSBC Holdings PLC
NOK     10,000,000       USD       1,280,382       7/24/2018       51,511     Danske Bank AS
JPY     558,000,000       USD       5,142,952       7/31/2018       93,626     Credit Agricole
CAD     772,499       USD       598,754       8/1/2018       10,848     Morgan Stanley
AUD     606,000       USD       456,904       8/15/2018       8,369     Toronto-Dominion Bank
GBP     4,000,000       USD       5,350,456       8/31/2018       57,715     Canadian Imperial Bank of Commerce
USD     6,484,280       EUR       5,560,000       8/31/2018       36,873     Canadian Imperial Bank of Commerce
EUR     8,340,000       USD       9,827,058       8/31/2018       45,328     Canadian Imperial Bank of Commerce
CNY     3,965,658       USD       600,000       9/28/2018       2,535     Credit Agricole
Total unrealized appreciation               606,654      

 

The accompanying notes are an integral part of the financial statements.

 

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Table of Contents
Contracts to Deliver     In Exchange For     Settlement
Date
    Unrealized
Depreciation ($)
    Counterparty
USD     3,195,642     GBP     2,400,075       7/12/2018       (26,891)     BNP Paribas
USD     1,242,310     NOK     9,999,332       7/24/2018       (13,521)     Danske Bank AS
USD     2,546,345     JPY     279,000,000       7/31/2018       (21,682)     Credit Agricole
USD     2,558,199     JPY     279,000,000       7/31/2018       (33,535)     JPMorgan Chase Securities, Inc.
USD     600,000     CAD     772,511       8/1/2018       (12,084)     Morgan Stanley
USD     3,281,846     EUR     2,780,000       8/31/2018       (21,269)     Canadian Imperial Bank of Commerce
USD     2,656,170     GBP     2,000,000       8/31/2018       (9,800)     Canadian Imperial Bank of Commerce
EUR     2,630,000     USD     3,066,401       9/27/2018       (24,797)     Credit Agricole
CNY     7,980,894     USD     1,200,000       10/9/2018       (2,114)     Credit Agricole
Total unrealized depreciation               (165,693)      

Currency Abbreviations

 

AUD

Australian Dollar

CAD

Canadian Dollar

CHF

Swiss Franc

CNY

Yuan Renminbi

EUR

Euro

GBP

British Pound

HUF

Hungarian Forint

IDR

Indonesian Rupiah

JPY

Japanese Yen

MXN

Mexican Peso

NOK

Norwegian Krone

USD

United States Dollar

 

For information on the Fund’s policy and additional disclosures regarding futures contracts, written options contracts, credit default swap contracts, interest rate swap contracts and forward foreign currency contracts, please refer to the Derivatives section of Note B in the accompanying Notes to Financial Statements.

Fair Value Measurements

Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in three broad levels. Level 1 includes quoted prices in active markets for identical securities. Level 2 includes other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds and credit risk). Level 3 includes significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments). The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities.

The following is a summary of the inputs used as of June 30, 2018 in valuing the Fund’s investments. For information on the Fund’s policy regarding the valuation of investments, please refer to the Security Valuation section of Note A in the accompanying Notes to Financial Statements.

 

Assets   Level 1     Level 2     Level 3      Total  
Common Stocks (k)         

Consumer Discretionary

  $ 5,960,222     $ 3,323,310     $      $ 9,283,532  

Consumer Staples

    3,467,018       1,614,635              5,081,653  

Energy

    4,434,201       2,198,212              6,632,413  

Financials

    4,647,611       5,312,573              9,960,184  

Health Care

    3,862,921       2,500,785              6,363,706  

Industrials

    4,420,508       3,265,176              7,685,684  

Information Technology

        12,969,376       1,110,468              14,079,844  

Materials

    671,910       137,726       19,135        828,771  

Real Estate

    3,767,525       606,750              4,374,275  

Telecommunication Services

    1,766,419       2,542,140              4,308,559  

Utilities

    1,776,305       771,525              2,547,830  
Preferred Stocks (k)     7,324,169                    7,324,169  
Warrant                 7,126        7,126  
Fixed Income Investments (k)         

Corporate Bonds

              15,972,488                  15,972,488  

Asset-Backed

          4,646,758              4,646,758  

Mortgage-Backed Securities Pass-Throughs

          1,435,059              1,435,059  

Commercial Mortgage-Backed Securities

          875,902              875,902  

Collateralized Mortgage Obligations

          1,874,653              1,874,653  

Government & Agency Obligations

          7,161,397              7,161,397  

Convertible Bond

                    297,270        297,270  

Short-Term U.S. Treasury Obligations

          9,242,008              9,242,008  
Exchange-Traded Funds     4,540,400                    4,540,400  
Short-Term Investments (k)     9,584,406                    9,584,406  

 

The accompanying notes are an integral part of the financial statements.

 

Deutsche DWS Variable Series II —

DWS Global Income Builder VIP

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Assets   Level 1     Level 2     Level 3      Total  
Derivatives (l)         

Futures Contracts

    122,453                    122,453  

Interest Rate Swap Contracts

          646,555              646,555  

Forward Foreign Currency Contracts

          606,654              606,654  
Total   $     69,315,444     $     65,844,774     $     323,531      $     135,483,749  
Liabilities   Level 1     Level 2     Level 3      Total  
Derivatives (l)         

Futures Contracts

  $ (356,313   $     $      $ (356,313

Written Options

          (268,018            (268,018

Credit Default Swap Contracts

          (27,922            (27,922

Interest Rate Swap Contracts

          (420,157            (420,157

Forward Foreign Currency Contracts

          (165,693            (165,693
Total   $ (356,313   $ (881,790   $      $ (1,238,103

There have been no transfers between fair value measurement levels during the period ended June 30, 2018.

 

(k)

See Investment Portfolio for additional detailed categorizations.

 

(l)

Derivatives include unrealized appreciation (depreciation) on open futures contracts, credit default swap contracts, interest rate swap contracts, forward foreign currency contracts, and written options, at value.

 

The accompanying notes are an integral part of the financial statements.

 

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Statement of Assets and Liabilities

 

as of June 30, 2018 (Unaudited)        
Assets        
Investments in non-affiliated securities, at value (cost $116,876,497) — including $4,664,614 of securities loaned   $ 124,523,681  
Investment in DWS Government & Agency Securities Portfolio (cost $4,814,781)*     4,814,781  
Investment in DWS Central Cash Management Government Fund (cost $4,769,625)     4,769,625  
Cash     193,009  
Foreign currency, at value (cost $228,178)     220,517  
Receivable for investments sold     5,231,489  
Receivable for Fund shares sold     2,458  
Dividends receivable     246,541  
Interest receivable     421,243  
Receivable for variation margin on futures     50,101  
Receivable for variation margin on centrally cleared swaps     53,590  
Unrealized appreciation on forward foreign currency contracts     606,654  
Foreign taxes recoverable     103,470  
Other assets     1,233  
Total assets     141,238,392  
Liabilities        
Payable upon return of securities loaned     4,814,781  
Payable for Fund shares redeemed     39,576  
Options written, at value (premium received $530,544)     268,018  
Unrealized depreciation on forward foreign currency contracts     165,693  
Accrued management fee     41,706  
Accrued Trustees’ fees     1,586  
Other accrued expenses and payables     114,240  
Total liabilities     5,445,600  
Net assets, at value   $ 135,792,792  
Net Assets Consist of        
Undistributed net investment income     1,525,272  
Net unrealized appreciation (depreciation) on:  

Investments

    7,647,184  

Swap contracts

    198,476  

Futures

    (233,860

Foreign currency

    (8,430

Forward foreign currency contracts

    440,961  

Written options

    262,526  
Accumulated net realized gain (loss)     2,733,986  
Paid-in capital     123,226,677  
Net assets, at value   $ 135,792,792  
Net Asset Value        

Class A

 
Net Asset Value, offering and redemption price per share ($135,782,791 ÷ 5,992,681 outstanding shares of beneficial interest, no par value, unlimited number of shares authorized)   $ 22.66  

Class B

 
Net Asset Value, offering and redemption price per share ($10,001 ÷ 441.5 outstanding shares of beneficial interest, no par value, unlimited number of shares authorized)   $ 22.65  

 

*

Represents collateral on securities loaned.

 

The accompanying notes are an integral part of the financial statements.

 

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Statement of Operations

 

for the six months ended June 30, 2018 (Unaudited)

 

Investment Income        
Income:  
Dividends (net of foreign taxes withheld of $105,621)   $ 1,979,945  
Interest (net of foreign taxes withheld of $6,291)     800,410  
Income distributions — DWS Central Cash Management Government Fund     36,015  
Securities lending income, net of borrower rebates     35,779  
Total income     2,852,149  
Expenses:  
Management fee     259,948  
Administration fee     70,256  
Services to Shareholders     574  
Distribution service fee (Class B)     4  
Custodian fee     29,682  
Professional fees     51,221  
Reports to shareholders     14,136  
Trustees’ fees and expenses     5,403  
Other     25,054  
Total expenses before expense reductions     456,278  
Expense reductions     (1
Total expenses after expense reductions     456,277  
Net investment income     2,395,872  
Realized and Unrealized Gain (Loss)        
Net realized gain (loss) from:  
Investments     2,840,691  
Swap contracts     1,291,603  
Futures     (544,408
Written options     301,085  
Forward foreign currency contracts     (320,329
Foreign currency     2,213  
      3,570,855  
Change in net unrealized appreciation (depreciation) on:  
Investments     (7,724,652
Swap contracts     (977,768
Futures     (888,172
Written options     262,526  
Forward foreign currency contracts     671,773  
Foreign currency     (7,300
      (8,663,593
Net gain (loss)     (5,092,738
Net increase (decrease) in net assets resulting from operations   $ (2,696,866

 

The accompanying notes are an integral part of the financial statements.

 

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Statements of Changes in Net Assets

 

Increase (Decrease) in Net Assets  

Six Months
Ended

June 30, 2018
(Unaudited)

    Year Ended
December 31,
2017
 
Operations:    
Net investment income   $ 2,395,872     $ 5,099,423  
Net realized gain (loss)     3,570,855       18,938,450  
Change in net unrealized appreciation (depreciation)     (8,663,593     3,377,582  
Net increase (decrease) in net assets resulting from operations     (2,696,866     27,415,455  
Distributions to shareholders from:    
Net investment income:    

Class A

    (5,234,584     (5,628,068
Net realized gains:    

Class A

    (12,675,023      
Total distributions     (17,909,607     (5,628,068
Fund share transactions:    

Class A

   
Proceeds from shares sold     1,342,427       3,259,753  
Reinvestment of distributions     17,909,607       5,628,068  
Cost of shares redeemed     (9,382,012     (69,176,010
Net increase (decrease) in net assets from Class A share transactions     9,870,022       (60,288,189

Class B

   
Proceeds from shares sold     10,000      
Net increase (decrease) in net assets from Class B share transactions     10,000      
Increase (decrease) in net assets     (10,726,451     (38,500,802
Net assets at beginning of period     146,519,243       185,020,045  
Net assets at end of period (including undistributed net investment income of $1,525,272 and $4,363,984, respectively)   $ 135,792,792     $ 146,519,243  
Other Information                

Class A

   
Shares outstanding at beginning of period     5,517,134       7,873,905  
Shares sold     52,986       130,993  
Shares issued to shareholders in reinvestment of distributions     796,691       233,530  
Shares redeemed     (374,130     (2,721,294
Net increase (decrease) in Class A shares     475,547       (2,356,771
Shares outstanding at end of period     5,992,681       5,517,134  

Class B

   
Shares outstanding at beginning of period            
Shares sold     441.5      
Net increase (decrease) in Class B shares     441.5      
Shares outstanding at end of period     441.5        

 

*

For the period from May 1, 2018 (commencement of operations of Class B) to June 30, 2018.

 

The accompanying notes are an integral part of the financial statements.

 

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Financial Highlights

 

    Six Months
Ended 6/30/18
    Years Ended December 31,  
Class A   (Unaudited)     2017     2016     2015     2014     2013  
Selected Per Share Data                                                
Net asset value, beginning of period   $ 26.56     $ 23.50     $ 22.93     $ 24.62     $ 27.30     $ 23.90  
Income (loss) from investment operations:            

Net investment incomea

    .42       .71       .61       .68       .72       .78  

Net realized and unrealized gain (loss)

    (.96     3.10       .91       (.97     .25       3.14  

Total from investment operations

    (.54     3.81       1.52       (.29     .97       3.92  
Less distributions from:            

Net investment income

    (.98     (.75     (.95     (.76     (.85     (.52

Net realized gains

    (2.38                 (.64     (2.80      

Total distributions

    (3.36     (.75     (.95     (1.40     (3.65     (.52
Net asset value, end of period   $ 22.66     $ 26.56     $ 23.50     $ 22.93     $ 24.62     $ 27.30  
Total Return (%)     (1.91 )**      16.54       6.81       (1.44 )b      3.83       16.63  
Ratios to Average Net Assets and Supplemental Data                                                
Net assets, end of period ($ millions)     136       147       185       202       247       269  
Ratio of expenses before expense reductions (%)c     .65 *       .63       .62       .60       .62       .60  
Ratio of expenses after expense reductions (%)c     .65 *       .63       .62       .58       .62       .60  
Ratio of net investment income (loss) (%)     3.41 *       2.85       2.66       2.85       2.83       3.07  
Portfolio turnover rate (%)     35 **       122       135       92       88       182  

 

a 

Based on average shares outstanding during the period.

 

b 

Total return would have been lower had certain expenses not been reduced.

 

c 

Expense ratio does not reflect charges and fees associated with the separate account that invests in the Fund or any variable life insurance policy or variable annuity contract for which the Fund is an investment option.

 

* 

Annualized

 

** 

Not annualized

 

   

Period

Ended 6/30/18a

 
Class B   (Unaudited)  
Selected Per Share Data        
Net asset value, beginning of period   $ 22.65  
Income (loss) from investment operations:  

Net investment incomeb

    .13  

Net realized and unrealized gain (loss)

    (.13

Total from investment operations

    .00 ***  
Net asset value, end of period   $ 22.65  
Total Return (%)c     .00 **  
   
Ratios to Average Net Assets and Supplemental Data        
Net assets, end of period ($ thousands)     10  
Ratio of expenses before expense reductions (%)d     .92 *  
Ratio of expenses after expense reductions (%)d     .86 *  
Ratio of net investment income (loss) (%)     3.41 *  
Portfolio turnover rate (%)     35 e  

 

a 

For the period from May 1, 2018 (commencement of operations) to June 30, 2018.

 

b 

Based on average shares outstanding during the period.

 

c 

Total return would have been lower had certain expenses not been reduced.

 

d 

Expense ratio does not reflect charges and fees associated with the separate account that invests in the Fund or any variable life insurance policy or variable annuity contract for which the Fund is an investment option.

 

e 

Represents the Fund’s portfolio turnover rate for the period ended June 30, 2018.

 

* 

Annualized

 

** 

Not annualized

*** 

Amount is less than $.005.

 

The accompanying notes are an integral part of the financial statements.

 

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Notes to Financial Statements   (Unaudited)  

A. Organization and Significant Accounting Policies

DWS Global Income Builder VIP (formerly Deutsche Global Income Builder VIP) (the “Fund”) is a diversified series of Deutsche DWS Variable Series II (formerly Deutsche Variable Series II) (the “Trust”), which is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company organized as a Massachusetts business trust.

Multiple Classes of Shares of Beneficial Interest. The Fund offers two classes of shares (Class A shares and Class B shares). Class B shares commenced operations on May 1, 2018. Sales of Class B shares are subject to recordkeeping fees up to 0.15% and Rule 12b-1 fees under the 1940 Act equal to an annual rate of 0.25% of the average daily net assets of the Class B shares of the Fund. Class A shares are not subject to such fees.

Investment income, realized and unrealized gains and losses, and certain fund-level expenses and expense reductions, if any, are borne pro rata on the basis of relative net assets by the holders of all classes of shares, except that each class bears certain expenses unique to that class (including the applicable Rule 12b-1 distribution fees). Differences in class-level expenses may result in payment of different per share dividends by class. All shares have equal rights with respect to voting subject to class-specific arrangements.

The Fund’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) which require the use of management estimates. Actual results could differ from those estimates. The Fund qualifies as an investment company under Topic 946 of Accounting Standards Codification of U.S. GAAP. The policies described below are followed consistently by the Fund in the preparation of its financial statements.

Security Valuation. Investments are stated at value determined as of the close of regular trading on the New York Stock Exchange on each day the exchange is open for trading.

Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in three broad levels. Level 1 includes quoted prices in active markets for identical securities. Level 2 includes other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds and credit risk). Level 3 includes significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments). The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities.

Equity securities and Exchange-Traded Funds (“ETFs”) are valued at the most recent sale price or official closing price reported on the exchange (U.S. or foreign) or over-the-counter market on which they trade. Equity securities or ETFs for which no sales are reported are valued at the calculated mean between the most recent bid and asked quotations on the relevant market or, if a mean cannot be determined, at the most recent bid quotation. Equity securities and ETFs are generally categorized as Level 1. For certain international equity securities, in order to adjust for events which may occur between the close of the foreign exchanges and the close of the New York Stock Exchange, a fair valuation model may be used. This fair valuation model takes into account comparisons to the valuation of American Depository Receipts (ADRs), exchange-traded funds, futures contracts and certain indices and these securities are categorized as Level 2.

Debt securities are valued at prices supplied by independent pricing services approved by the Fund’s Board. Such services may use various pricing techniques which take into account appropriate factors such as yield, quality, coupon rate, maturity, type of issue, trading characteristics, prepayment speeds and other data, as well as broker quotes. If the pricing services are unable to provide valuations, debt securities are valued at the average of the most recent reliable bid quotations or evaluated prices, as applicable, obtained from broker-dealers. These securities are generally categorized as Level 2.

Investments in open-end investment companies are valued at their net asset value each business day and are categorized as Level 1.

Futures contracts are generally valued at the settlement prices established each day on the exchange on which they are traded and are categorized as Level 1.

Forward currency contracts are valued at the prevailing forward exchange rate of the underlying currencies and are categorized as Level 2.

Swap contracts are valued daily based upon prices supplied by a Board approved pricing vendor, if available, and otherwise are valued at the price provided by the broker-dealer. Swap contracts are generally categorized as Level 2.

 

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Exchange-traded options are valued at the last sale price or, in the absence of a sale, the mean between the closing bid and asked prices or at the most recent asked price (bid for purchased options) if no bid or asked price are available. Exchange-traded options are categorized as Level 1. Over-the-counter written or purchased options are valued at prices supplied by a Board approved pricing vendor, if available, and otherwise are valued at the price provided by the broker-dealer with which the option was traded. Over-the-counter written or purchased options are generally categorized as Level 2.

Securities and other assets for which market quotations are not readily available or for which the above valuation procedures are deemed not to reflect fair value are valued in a manner that is intended to reflect their fair value as determined in accordance with procedures approved by the Board and are generally categorized as Level 3. In accordance with the Fund’s valuation procedures, factors considered in determining value may include, but are not limited to, the type of the security; the size of the holding; the initial cost of the security; the existence of any contractual restrictions on the security’s disposition; the price and extent of public trading in similar securities of the issuer or of comparable companies; quotations or evaluated prices from broker-dealers and/or pricing services; information obtained from the issuer, analysts, and/or the appropriate stock exchange (for exchange-traded securities); an analysis of the company’s or issuer’s financial statements; an evaluation of the forces that influence the issuer and the market(s) in which the security is purchased and sold; and with respect to debt securities, the maturity, coupon, creditworthiness, currency denomination and the movement of the market in which the security is normally traded. The value determined under these procedures may differ from published values for the same securities.

Disclosure about the classification of fair value measurements is included in a table following the Fund’s Investment Portfolio.

Foreign Currency Translations. The books and records of the Fund are maintained in U.S. dollars. Investment securities and other assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the prevailing exchange rates at period end. Purchases and sales of investment securities, income and expenses are translated into U.S. dollars at the prevailing exchange rates on the respective dates of the transactions.

Net realized and unrealized gains and losses on foreign currency transactions represent net gains and losses between trade and settlement dates on securities transactions, the acquisition and disposition of foreign currencies, and the difference between the amount of net investment income accrued and the U.S. dollar amount actually received. The portion of both realized and unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed but is included with net realized and unrealized gain/appreciation and loss/depreciation on investments.

Securities Lending. Deutsche Bank AG, as lending agent, lends securities of the Fund to certain financial institutions under the terms of its securities lending agreement. During the term of the loans, the Fund continues to receive interest and dividends generated by the securities and to participate in any changes in their market value. The Fund requires the borrowers of the securities to maintain collateral with the Fund consisting of either cash or liquid, unencumbered assets having a value at least equal to the value of the securities loaned. When the collateral falls below specified amounts, the lending agent will use its best effort to obtain additional collateral on the next business day to meet required amounts under the securities lending agreement. As of period end, any securities on loan were collateralized by cash. During the six months ended June 30, 2018, the Fund invested the cash collateral into a joint trading account in affiliated money market funds managed by DWS Investment Management Americas, Inc. As of June 30, 2018, the Fund invested the cash collateral in DWS Government & Agency Securities Portfolio. DWS Investment Management Americas, Inc. receives a management/administration fee (0.14% annualized effective rate as of June 30, 2018) on the cash collateral invested in DWS Government & Agency Securities Portfolio. The Fund receives compensation for lending its securities either in the form of fees or by earning interest on invested cash collateral net of borrower rebates and fees paid to a lending agent. Either the Fund or the borrower may terminate the loan at any time, and the borrower, after notice, is required to return borrowed securities within a standard time period. There may be risks of delay and costs in recovery of securities or even loss of rights in the collateral should the borrower of the securities fail financially. If the Fund is not able to recover securities lent, the Fund may sell the collateral and purchase a replacement investment in the market, incurring the risk that the value of the replacement security is greater than the value of the collateral. The Fund is also subject to all investment risks associated with the reinvestment of any cash collateral received, including, but not limited to, interest rate, credit and liquidity risk associated with such investments.

 

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As of June 30, 2018, the Fund had securities on loan, which were classified as common stocks, corporate bonds, government and agency obligations and exchange-traded funds in the Investment Portfolio. The value of the related collateral exceeded the value of the securities loaned at period end.

 

Remaining Contractual Maturity of the Agreements as of June 30, 2018  
     Overnight
and
Continuous
    <30 days     Between 30
& 90 days
    >90 days     Total  

Securities Lending Transactions

         
Common Stocks   $ 449,108     $     $     $     $ 449,108  
Corporate Bonds     1,340,050                       —                       —                       —       1,340,050  
Government & Agency Obligation     109,200                         109,200  
Exchange-Traded Fund     2,916,423                         2,916,423  
Total Borrowings   $ 4,814,781     $     $     $     $ 4,814,781  

Gross amount of recognized liabilities for securities lending transactions:

 

      $ 4,814,781  

When-Issued/Delayed Delivery Securities. The Fund may purchase or sell securities with delivery or payment to occur at a later date beyond the normal settlement period. At the time the Fund enters into a commitment to purchase or sell a security, the transaction is recorded and the value of the transaction is reflected in the net asset value. The price of such security and the date when the security will be delivered and paid for are fixed at the time the transaction is negotiated. The value of the security may vary with market fluctuations. At the time the Fund enters into a purchase transaction it is required to segregate cash or other liquid assets at least equal to the amount of the commitment. Additionally, the Fund may be required to post securities and/or cash collateral in accordance with the terms of the commitment.

Certain risks may arise upon entering into when-issued or delayed delivery transactions from the potential inability of counterparties to meet the terms of their contracts or if the issuer does not issue the securities due to political, economic or other factors. Additionally, losses may arise due to changes in the value of the underlying securities.

Taxes. The Fund’s policy is to comply with the requirements of the Internal Revenue Code, as amended, which are applicable to regulated investment companies and to distribute all of its taxable income to its shareholders.

Additionally, the Fund may be subject to taxes imposed by the governments of countries in which it invests and are generally based on income and/or capital gains earned or repatriated, a portion of which may be recoverable based upon the current interpretation of the tax rules and regulations. Estimated tax liabilities and recoveries on certain foreign securities are recorded on an accrual basis and are reflected as components of interest income or net change in unrealized gain/loss on investments. Tax liabilities realized as a result of security sales are reflected as a component of net realized gain/loss on investments.

At December 31, 2017, the aggregate cost of investments for federal income tax purposes was $133,213,485. The net unrealized appreciation for all investments based on tax cost was $15,203,530. This consisted of aggregate gross unrealized appreciation for all investments in which there was an excess of value over tax cost of $17,066,142 and aggregate gross unrealized depreciation for all investments in which there was an excess of tax cost over value of $1,862,612.

The Fund has reviewed the tax positions for the open tax years as of December 31, 2017 and has determined that no provision for income tax and/or uncertain tax positions is required in the Fund’s financial statements. The Fund’s federal tax returns for the prior three fiscal years remain open subject to examination by the Internal Revenue Service.

Distribution of Income and Gains. Distributions from net investment income of the Fund, if any, are declared and distributed to shareholders annually. Net realized gains from investment transactions, in excess of available capital loss carryforwards, would be taxable to the Fund if not distributed and, therefore, will be distributed to shareholders at least annually. The Fund may also make additional distributions for tax purposes if necessary.

The timing and characterization of certain income and capital gain distributions are determined annually in accordance with federal tax regulations which may differ from accounting principles generally accepted in the United States of America. These differences primarily relate to investments in foreign denominated investments, forward currency contracts, futures contracts, swap contracts and certain securities sold at a loss. As a result, net investment income (loss) and net realized gain (loss) on investment transactions for a reporting period may differ significantly from distributions during such period. Accordingly, the Fund may periodically make reclassifications among certain of its capital accounts without impacting the net asset value of the Fund.

The tax character of current year distributions will be determined at the end of the current fiscal year.

 

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Expenses. Expenses of the Trust arising in connection with a specific fund are allocated to that fund. Other Trust expenses which cannot be directly attributed to a fund are apportioned among the funds in the Trust based upon the relative net assets or other appropriate measures.

Contingencies. In the normal course of business, the Fund may enter into contracts with service providers that contain general indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet been made. However, based on experience, the Fund expects the risk of loss to be remote.

Other. Investment transactions are accounted for on a trade date plus one basis for daily net asset value calculations. However, for financial reporting purposes, investment transactions are reported on trade date. Interest income is recorded on the accrual basis. Dividend income is recorded on the ex-dividend date net of foreign withholding taxes. Certain dividends from foreign securities may be recorded subsequent to the ex-dividend date as soon as the Fund is informed of such dividends. Realized gains and losses from investment transactions are recorded on an identified cost basis. Proceeds from litigation payments, if any, are included in net realized gain (loss) from investments. All discounts and premiums are accreted/amortized for both tax and financial reporting purposes, with the exception of securities in default of principal.

B. Derivative Instruments

Swaps. A swap is a contract between two parties to exchange future cash flows at periodic intervals based on the notional amount of the swap. A bilateral swap is a transaction between the fund and a counterparty where cash flows are exchanged between the two parties. A centrally cleared swap is a transaction executed between the fund and a counterparty, then cleared by a clearing member through a central clearinghouse. The central clearinghouse serves as the counterparty, with whom the fund exchanges cash flows.

The value of a swap is adjusted daily, and the change in value, if any, is recorded as unrealized appreciation or depreciation in the Statement of Assets and Liabilities. Gains or losses are realized when the swap expires or is closed. Certain risks may arise when entering into swap transactions including counterparty default; liquidity; or unfavorable changes in interest rates or the value of the underlying reference security, commodity or index. In connection with bilateral swaps, securities and/or cash may be identified as collateral in accordance with the terms of the swap agreement to provide assets of value and recourse in the event of default. The maximum counterparty credit risk is the net present value of the cash flows to be received from or paid to the counterparty over the term of the swap, to the extent that this amount is beneficial to the Fund, in addition to any related collateral posted to the counterparty by the Fund. This risk may be partially reduced by a master netting arrangement between the Fund and the counterparty. Upon entering into a centrally cleared swap, the Fund is required to deposit with a financial intermediary cash or securities (“initial margin”) in an amount equal to a certain percentage of the notional amount of the swap. Subsequent payments (“variation margin”) are made or received by the Fund dependent upon the daily fluctuations in the value of the swap. In a cleared swap transaction, counterparty risk is minimized as the central clearinghouse acts as the counterparty.

An upfront payment, if any, made by the Fund is recorded as an asset in the Statement of Assets and Liabilities. An upfront payment, if any, received by the Fund is recorded as a liability in the Statement of Assets and Liabilities. Payments received or made at the end of the measurement period are recorded as realized gain or loss in the Statement of Operations.

Interest Rate Swaps. Interest rate swaps are agreements in which the Fund agrees to pay to the counterparty a fixed rate payment in exchange for the counterparty agreeing to pay to the Fund a variable rate payment, or the Fund agrees to receive from the counterparty a fixed rate payment in exchange for the counterparty agreeing to receive from the Fund a variable rate payment. The payment obligations are based on the notional amount of the swap. For the six months ended June 30, 2018, the Fund entered into interest rate swap agreements to gain exposure to different parts of the yield curve while managing overall duration.

A summary of the open interest rate swap contracts as of June 30, 2018 is included in a table following the Fund’s Investment Portfolio. For the six months ended June 30, 2018, the investment in interest rate swap contracts had a total notional amount generally indicative of a range from $26,894,000 to approximately $38,398,000.

Credit Default Swaps. Credit default swaps are agreements between a buyer and a seller of protection against predefined credit events for the reference entity. The Fund may enter into credit default swaps to gain exposure to an underlying issuer’s credit quality characteristics without directly investing in that issuer or to hedge against the risk of a credit event on debt securities. As a seller of a credit default swap, the Fund is required to pay the par (or other agreed-upon) value of the referenced entity to the counterparty with the

 

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occurrence of a credit event by a third party, such as a U.S. or foreign corporate issuer, on the reference entity, which would likely result in a loss to the Fund. In return, the Fund receives from the counterparty a periodic stream of payments over the term of the swap provided that no credit event has occurred. If no credit event occurs, the Fund keeps the stream of payments with no payment obligations. The Fund may also buy credit default swaps, in which case the Fund functions as the counterparty referenced above. This involves the risk that the swap may expire worthless. It also involves counterparty risk that the seller may fail to satisfy its payment obligations to the Fund with the occurrence of a credit event. When the Fund sells a credit default swap, it will cover its commitment. This may be achieved by, among other methods, maintaining cash or liquid assets equal to the aggregate notional value of the reference entities for all outstanding credit default swaps sold by the Fund. For the six months ended June 30, 2018, the Fund entered into credit default swap agreements to gain exposure to the underlying issuer’s credit quality characteristics and to hedge the risk of default or other specified credit events on portfolio assets.

Under the terms of a credit default swap, the Fund receives or makes periodic payments based on a specified interest rate on a fixed notional amount. These payments are recorded as a realized gain or loss in the Statement of Operations. Payments received or made as a result of a credit event or termination of the swap are recognized, net of a proportional amount of the upfront payment, as realized gains or losses in the Statement of Operations.

A summary of the open credit default swap contracts as of June 30, 2018 is included in a table following the Fund’s Investment Portfolio. For the six months ended June 30, 2018, the investment on the credit default swap contracts sold had a total notional value of generally indicative of a range from approximately $4,800,000 to $5,376,000.

Total Return Swap Contracts. Total return swaps involve commitments to pay interest in exchange for a market-linked return based on a notional amount. One counterparty pays out the total return of the reference security or index underlying the total return swap, and in return receives a fixed or variable rate. As a receiver, the Fund would receive payments based on any positive total return and would owe payments in the event of a negative total return. As the payer, the Fund would owe payments on any net positive total return, and would receive payments in the event of a negative total return. For the six months ended June 30, 2018, the Fund entered into total return swap transactions as a means of gaining exposure to a particular asset class without investing directly in such asset class.

A summary of the open total return swap contracts as of June 30, 2018 is included in a table following the Fund’s Investment Portfolio. For the six months ended June 30, 2018, the investment in total return swap contracts had a total notional amount generally indicative of a range from $0 to approximately $15,727,000.

Futures Contracts. A futures contract is an agreement between a buyer or seller and an established futures exchange or its clearinghouse in which the buyer or seller agrees to take or make a delivery of a specific amount of a financial instrument at a specified price on a specific date (settlement date). For the six months ended June 30, 2018, the Fund entered into interest rate futures to gain exposure to different parts of the yield curve while managing overall duration. The Fund also entered into interest rate futures contracts for non-hedging purposes to seek to enhance potential gains. In addition, the Fund entered into equity index futures as a means of gaining exposure to the equity asset class without investing directly into such asset class and to manage the risk of stock market volatility.

Upon entering into a futures contract, the Fund is required to deposit with a financial intermediary cash or securities (“initial margin”) in an amount equal to a certain percentage of the face value indicated in the futures contract. Subsequent payments (“variation margin”) are made or received by the Fund dependent upon the daily fluctuations in the value and are recorded for financial reporting purposes as unrealized gains or losses by the Fund. Gains or losses are realized when the contract expires or is closed. Since all futures contracts are exchange-traded, counterparty risk is minimized as the exchange’s clearinghouse acts as the counterparty, and guarantees the futures against default.

Certain risks may arise upon entering into futures contracts, including the risk that an illiquid market will limit the Fund’s ability to close out a futures contract prior to the settlement date and the risk that the futures contract is not well correlated with the security, index or currency to which it relates. Risk of loss may exceed amounts disclosed in the Statement of Assets and Liabilities.

A summary of the open futures contracts as of June 30, 2018 is included in a table following the Fund’s Investment Portfolio. For the six months ended June 30, 2018, the investment in futures contracts purchased had a total notional value generally indicative of a range from approximately $22,632,000 to $36,672,000, and the investment in futures contracts sold had a total notional value generally indicative of a range from approximately $37,202,000 to $39,926,000.

 

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Options. An option contract is a contract in which the writer (seller) of the option grants the buyer of the option, upon payment of a premium, the right to purchase from (call option), or sell to (put option), the writer a designated instrument at a specified price within a specified period of time. The Fund may write or purchase interest rate swaption agreements which are options to enter into a pre-defined swap agreement. The interest rate swaption agreement will specify whether the buyer of the swaption will be a fixed-rate receiver or a fixed-rate payer upon exercise. Certain options, including options on indices and interest rate options, will require cash settlement by the Fund if exercised. For the six months ended June 30, 2018, the Fund entered into options on interest rate swaps in order to hedge against potential adverse interest rate movements of portfolio assets.

If the Fund writes a covered call option, the Fund foregoes, in exchange for the premium, the opportunity to profit during the option period from an increase in the market value of the underlying security above the exercise price. If the Fund writes a put option it accepts the risk of a decline in the value of the underlying security below the exercise price. Over-the-counter options have the risk of the potential inability of counterparties to meet the terms of their contracts. For exchange traded contracts, the counterparty risk is minimized as the exchange’s clearinghouse acts as the counterparty, and guarantees the futures against default. The Fund’s maximum exposure to purchased options is limited to the premium initially paid. In addition, certain risks may arise upon entering into option contracts including the risk that an illiquid secondary market will limit the Fund’s ability to close out an option contract prior to the expiration date and that a change in the value of the option contract may not correlate exactly with changes in the value of the securities or currencies hedged.

A summary of open written option contracts is included in a table following the Fund’s Investment Portfolio. For the six months ended June 30, 2018, the investment in written option contracts had a total value generally indicative of a range from $0 to approximately $844,000.

Forward Foreign Currency Contracts. A forward foreign currency contract (“forward currency contract”) is a commitment to purchase or sell a foreign currency at the settlement date at a negotiated rate. For the six months ended June 30, 2018, the Fund entered into forward currency contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign currency denominated portfolio holdings, to facilitate transactions in foreign currency denominated securities and for non-hedging purposes to seek to enhance potential gains.

Forward currency contracts are valued at the prevailing forward exchange rate of the underlying currencies and unrealized gain (loss) is recorded daily. On the settlement date of the forward currency contract, the Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value of the contract at the time it was closed. Certain risks may arise upon entering into forward currency contracts from the potential inability of counterparties to meet the terms of their contracts. The maximum counterparty credit risk to the Fund is measured by the unrealized gain on appreciated contracts. Additionally, when utilizing forward currency contracts to hedge, the Fund gives up the opportunity to profit from favorable exchange rate movements during the term of the contract.

A summary of the open forward currency contracts as of June 30, 2018 is included in a table following the Fund’s Investment Portfolio. For the six months ended June 30, 2018, the investment in forward currency contracts short vs. U.S. dollars had a total contract value generally indicative of a range from approximately $14,346,000 to $31,634,000, and the investment in forward currency contracts long vs. U.S. dollars had a total contract value generally indicative of a range from approximately $3,388,000 to $22,565,000.

The following tables summarize the value of the Fund’s derivative instruments held as of June 30, 2018 and the related location in the accompanying Statement of Assets and Liabilities, presented by primary underlying risk exposure:

 

Asset Derivatives   Forward
Contracts
    Swap
Contracts
    Futures
Contracts
    Total  
Equity Contracts (a)   $     $     $ 95,595     $ 95,595  
Interest Rate Contracts (a)           646,555       26,858       673,413  
Foreign Exchange Contracts (b)     606,654                   606,654  
    $ 606,654     $ 646,555     $ 122,453     $ 1,375,662  

Each of the above derivatives is located in the following Statement of Assets and Liabilities accounts:

 

(a)

Includes cumulative appreciation of futures and centrally cleared swap contracts as disclosed in the Investment Portfolio. Unsettled variation margin is disclosed separately within the Statement of Assets and Liabilities.

 

(b)

Unrealized appreciation on forward foreign currency contracts

 

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Liability Derivatives   Written
Options
    Forward
Contracts
    Swap
Contracts
    Futures
Contracts
    Total  
Equity Contracts (c)   $     $     $     $ (281,118   $ (281,118
Interest Rate Contracts (c)(d)     (268,018           (420,157     (75,195     (763,370
Credit Contracts (c)                 (27,922           (27,922
Foreign Exchange Contracts (d)           (165,693                 (165,693
    $ (268,018   $ (165,693   $ (448,079   $ (356,313   $ (1,238,103

Each of the above derivatives is located in the following Statement of Assets and Liabilities accounts:

 

(c)

Includes cumulative depreciation of futures and centrally cleared swap contracts as disclosed in the Investment Portfolio. Unsettled variation margin is disclosed separately within the Statement of Assets and Liabilities.

 

(d)

Options written, at value and unrealized depreciation on forward foreign currency contracts

Additionally, the amount of unrealized and realized gains and losses on derivative instruments recognized in Fund earnings during the six months ended June 30, 2018, and the related location in the accompanying Statement of Operations is summarized in the following tables by primary underlying risk exposure:

 

Realized Gain (Loss)   Written
Options
    Forward
Contracts
    Swap
Contracts
    Futures
Contracts
    Total  
Equity Contracts (e)   $     $     $ 1,114,681     $ (132,914   $ 981,767  
Interest Rate Contracts (e)     301,085             35,776       (411,494     (74,633
Credit Contracts (e)                 141,146             141,146  
Foreign Exchange Contracts (f)           (320,329                 (320,329
    $ 301,085     $ (320,329   $ 1,291,603     $ (544,408   $ 727,951  

Each of the above derivatives is located in the following Statement of Operations accounts:

 

(e)

Net realized gain (loss) from written options, swap contracts and futures, respectively

 

(f)

Net realized gain (loss) from forward foreign currency contracts

 

Change in Net Unrealized

Appreciation (Depreciation)

  Written
Options
    Forward
Contracts
    Swap
Contracts
    Futures
Contracts
    Total  
Equity Contracts (g)   $     $     $ (917,067   $ (831,943   $ (1,749,010
Interest Rate Contracts (g)     262,526             112,071       (56,229     318,368  
Credit Contracts (g)                 (172,772           (172,772
Foreign Exchange Contracts (h)           671,773                   671,773  
    $ 262,526     $ 671,773     $ (977,768   $ (888,172   $ (931,641

Each of the above derivatives is located in the following Statement of Operations accounts:

 

(g)

Change in net unrealized appreciation (depreciation) on written options, swap contracts and futures, respectively

 

(h)

Change in net unrealized appreciation (depreciation) on forward foreign currency contracts

As of June 30, 2018, the Fund has transactions subject to enforceable master netting agreements which govern the terms of certain transactions, and reduce the counterparty risk associated with such transactions. Master netting agreements allow a Fund to close out and net total exposure to a counterparty in the event of a deterioration in the credit quality or contractual default with respect to all of the transactions with a counterparty. As defined by the master netting agreement, the Fund may have collateral agreements with certain counterparties to mitigate risk. For financial reporting purposes the Statement of Assets and Liabilities generally shows derivatives assets and liabilities on a gross basis, which reflects the full risks and exposures prior to netting. A reconciliation of the gross amounts on the Statement of Assets and Liabilities to the net amounts by a counterparty, including any collateral exposure, is included in the following tables:

 

Counterparty   Gross Amounts
of Assets
Presented in the
Statement of
Assets and
Liabilities
    Financial
Instruments
and
Derivatives
Available
for Offset
    Non-Cash
Collateral
Received
   

Cash

Collateral

Received

    Net Amount of
Derivative
Assets
 
BNP Paribas   $ 245,187     $ (26,891   $     $     $ 218,296  
Canadian Imperial Bank of Commerce     139,916       (31,069                 108,847  
Credit Agricole     96,161       (48,593                 47,568  
Danske Bank AS     51,511       (13,521                 37,990  
HSBC Holdings PLC     54,662                         54,662  
Morgan Stanley     10,848       (10,848                  
Toronto-Dominion Bank     8,369                         8,369  
    $ 606,654     $ (130,922   $     $     $ 475,732  

 

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Counterparty   Gross Amounts
of Liabilities
Presented in the
Statement of
Assets and
Liabilities
    Financial
Instruments
and
Derivatives
Available
for Offset
    Non-Cash
Collateral
Pledged(i)
   

Cash

Collateral

Pledged

    Net Amount of
Derivative
Liabilities
 
BNP Paribas   $ 26,891     $ (26,891   $     $     $  
Canadian Imperial Bank of Commerce     31,069       (31,069                  
Citigroup, Inc.     268,018             (268,018            
Credit Agricole     48,593       (48,593                  
Danske Bank AS     13,521       (13,521                  
JPMorgan Chase Securities, Inc.     33,535                         33,535  
Morgan Stanley     12,084       (10,848                 1,236  
    $ 433,711     $ (130,922   $ (268,018   $     $ 34,771  

 

(i)

The actual collateral received and/or pledged may be more than the amounts shown.

C. Purchases and Sales of Securities

During the six months ended June 30, 2018, purchases and sales of investment transactions, excluding short-term investments, were as follows:

 

     Purchases     Sales  
Non-U.S. Treasury Obligations   $ 45,516,153     $ 61,271,279  
U.S. Treasury Obligations   $ 19,991     $ 1,000,000  

D. Related Parties

Management Agreement. Under the Investment Management Agreement with DWS Investment Management Americas, Inc. (formerly Deutsche Investment Management Americas Inc.) (“DIMA” or the “Advisor”), an indirect, wholly owned subsidiary of DWS Group GmbH & Co. KGaA (“DWS Group”), the Advisor directs the investments of the Fund in accordance with its investment objectives, policies and restrictions. The Advisor determines the securities, instruments and other contracts relating to investments to be purchased, sold or entered into by the Fund or delegates such responsibility to the Fund’s subadvisor.

Effective March 1, 2017, Deutsche Alternative Asset Management (Global) Limited (DAAM Global), also an indirect, wholly owned subsidiary of DWS Group, serves as subadvisor for the Fund and, as such, provides portfolio manager services to the Fund. Pursuant to a sub-advisory agreement between DIMA and DAAM Global, DIMA, not the Fund, compensates DAAM Global for the services it provides to the Fund.

Under the Investment Management Agreement, the Fund pays a monthly management fee based on the Fund’s average daily net assets, computed and accrued daily and payable monthly, at the following annual rates:

 

First $250 million     .370
Next $750 million     .345
Over $1 billion     .310

Accordingly, for the six months ended June 30, 2018, the fee pursuant to the Investment Management Agreement was equivalent to an annualized rate (exclusive of any applicable waiver/reimbursements) of 0.37% of the Fund’s average daily net assets.

For the period from January 1, 2018 through September 30, 2018, the Advisor has contractually agreed to waive its fees and/or reimburse certain operating expenses to the extent necessary to maintain the total annual operating expenses (excluding certain expenses such as extraordinary expenses, taxes, brokerage and interest expense) of Class A shares at 0.69%.

Effective May 1, 2018 (commencement of operations) through April 30, 2019, the Advisor has contractually agreed to waive its fees and/or reimburse certain operating expenses to the extent necessary to maintain the total annual operating expenses (excluding certain expenses such as extraordinary expenses, taxes, brokerage and interest expense) of Class B shares at 0.86%.

For the period from May 1, 2018 (commencement of operations) through June 30, 2018, fees waived and/or expenses reimbursed for class B are $1.

Administration Fee. Pursuant to an Administrative Services Agreement, DIMA provides most administrative services to the Fund. For all services provided under the Administrative Services Agreement, the Fund pays

 

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DIMA an annual fee (“Administration Fee”) of 0.10% of the Fund’s average daily net assets, computed and accrued daily and payable monthly. For the six months ended June 30, 2018, the Administration Fee was $70,256, of which $11,272 is unpaid.

Distribution Service Agreement. DWS Distributors, Inc. (“DDI”), an affiliate of the Advisor, is the Fund’s distributor. In accordance with the Distribution Plan, DDI receives 12b-1 fees of 0.25% of average daily net assets of Class B shares. For the period from May 1, 2018 (commencement of operations) through June 30, 2018, the Distribution Service Fee was as follows:

 

Distribution Fee   Total
Aggregated
    Unpaid at
June 30, 2018
 
Class B   $ 4     $ 2  

Service Provider Fees. DWS Service Company (“DSC”), an affiliate of the Advisor, is the transfer agent, dividend-paying agent and shareholder service agent for the Fund. Pursuant to a sub-transfer agency agreement between DSC and DST Systems, Inc. (“DST”), DSC has delegated certain transfer agent, dividend-paying agent and shareholder service agent functions to DST. DSC compensates DST out of the shareholder servicing fee it receives from the Fund. For the six months ended June 30, 2018 and for the period from May 1, 2018 (commencement of operations) through June 30, 2018 for Class B shares, the amounts charged to the Fund by DSC were as follows:

 

Services to Shareholders   Total
Aggregated
    Unpaid at
June 30, 2018
 
Class A   $ 210     $ 68  
Class B     2       2  
    $ 212     $ 70  

Typesetting and Filing Service Fees. Under an agreement with DIMA, DIMA is compensated for providing certain pre-press and regulatory filing services to the Fund. For the six months ended June 30, 2018, the amount charged to the Fund by DIMA included in the Statement of Operations under “Reports to shareholders” aggregated $6,889, of which $5,585 unpaid.

Trustees’ Fees and Expenses. The Fund paid retainer fees to each Trustee not affiliated with the Advisor, plus specified amounts to the Board Chairperson and Vice Chairperson and to each committee Chairperson.

Affiliated Cash Management Vehicles. The Fund may invest uninvested cash balances in DWS Central Cash Management Government Fund and DWS Variable NAV Money Fund, affiliated money market funds which are managed by the Advisor. Each affiliated money market fund is managed in accordance with Rule 2a-7 under the 1940 Act, which governs the quality, maturity, diversity and liquidity of instruments in which a money market fund may invest. DWS Central Cash Management Government Fund seeks to maintain a stable net asset value, and DWS Variable NAV Money Fund maintains a floating net asset value. The Fund indirectly bears its proportionate share of the expenses of each affiliated money market fund in which it invests. DWS Central Cash Management Government Fund does not pay the Advisor an investment management fee. To the extent that DWS Variable NAV Money Fund pays an investment management fee to the Advisor, the Advisor will waive an amount of the investment management fee payable to the Advisor by the Fund equal to the amount of the investment management fee payable on the Fund’s assets invested in DWS Variable NAV Money Fund.

Securities Lending Agent Fees. Deutsche Bank AG serves as securities lending agent for the Fund. For the six months ended June 30, 2018, the Fund incurred securities lending agent fees to Deutsche Bank AG in the amount of $2,693.

E. Ownership of the Fund

At June 30, 2018, one participating insurance company was owner of record of 10% or more of the total outstanding Class A shares of the Fund, owning 71%.

F. Line of Credit

The Fund and other affiliated funds (the “Participants”) share in a $400 million revolving credit facility provided by a syndication of banks. The Fund may borrow for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities. The Participants are charged an annual commitment fee which is allocated based on net assets, among each of

 

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the Participants. Interest is calculated at a rate per annum equal to the sum of the Federal Funds Rate plus 1.25 percent plus if the one-month LIBOR exceeds the Federal Funds Rate, the amount of such excess. The Fund may borrow up to a maximum of 33 percent of its net assets under the agreement. The Fund had no outstanding loans at June 30, 2018.

G. Name Changes

In connection with adoption of the DWS brand, effective July 2, 2018, Deutsche Investment Management Americas Inc., the Advisor, was renamed to DWS Investment Management Americas, Inc. In addition, the “Deutsche Funds” became known as the “DWS Funds.” As a result, Deutsche Variable Series II was renamed Deutsche DWS Variable Series II and Deutsche Global Income Builder VIP was renamed DWS Global Income Builder VIP.

 

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Information About Your Fund’s Expenses   (Unaudited)

As an investor of the Fund, you incur two types of costs: ongoing expenses and transaction costs. Ongoing expenses include management fees and other Fund expenses. Examples of transaction costs include contract charges, which are not shown in this section. The following tables are intended to help you understand your ongoing expenses (in dollars) of investing in the Fund and to help you compare these expenses with the ongoing expenses of investing in other mutual funds. For the period from May 1, 2018 (commencement of operations) through June 30, 2018, Class B limited these expenses; had it not done so, expenses would have been higher. The example in the table is based on an investment of $1,000 invested at the beginning of the six-month period and held for the entire period (January 1, 2018 to June 30, 2018).

The tables illustrate your Fund’s expenses in two ways:

 

Actual Fund Return. This helps you estimate the actual dollar amount of ongoing expenses (but not transaction costs) paid on a $1,000 investment in the Fund using the Fund’s actual return during the period. To estimate the expenses you paid over the period, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the “Expenses Paid per $1,000” line under the share class you hold.

 

Hypothetical 5% Fund Return. This helps you to compare your Fund’s ongoing expenses (but not transaction costs) with those of other mutual funds using the Fund’s actual expense ratio and a hypothetical rate of return of 5% per year before expenses. Examples using a 5% hypothetical Fund return may be found in the shareholder reports of other mutual funds. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period.

Please note that the expenses shown in these tables are meant to highlight your ongoing expenses only and do not reflect any transaction costs. The “Expenses Paid per $1,000” line of the tables is useful in comparing ongoing expenses only and will not help you determine the relative total expense of owning different funds. If these transaction costs had been included, your costs would have been higher.

 

Expenses and Value of a $1,000 Investment for the six months ended June 30, 2018         
Actual Fund Return  

Class A

    Class B*  
Beginning Account Value 1/1/18   $ 1,000.00     $ 1,000.00  
Ending Account Value 6/30/18   $ 980.90     $ 1,000.00  
Expenses Paid per $1,000**   $ 3.19     $ 1.44  
Hypothetical 5% Fund Return  

Class A

    Class B  
Beginning Account Value 1/1/18   $ 1,000.00     $ 1,000.00  
Ending Account Value 6/30/18   $ 1,021.57     $ 1,020.53  
Expenses Paid per $1,000**   $ 3.26     $ 4.31  

 

*

For the period from May 1, 2018 (commencement of operations of Class B) to June 30, 2018.

 

**

Expenses (hypothetical expenses if Class B had been in existence from January 1, 2018) are equal to the Fund’s annualized expense ratio for each share class, multiplied by the average account value over the period, multiplied by 181 (the number of days in the most recent six-month period), then divided by 365.

 

Annualized Expense Ratio   Class A     Class B  
Deutsche DWS Variable Series II — DWS Global Income Builder VIP     .65     .86

For more information, please refer to the Fund’s prospectus.

These tables do not reflect charges and fees (“contract charges”) associated with the separate account that invests in the Fund or any variable life insurance policy or variable annuity contract for which the Fund is an investment option.

For an analysis of the fees associated with an investment in the Fund or similar funds, please refer to the current and hypothetical expense calculators for Variable Insurance Products which can be found at dws.com/calculators.

 

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Proxy Voting

The Trust’s policies and procedures for voting proxies for portfolio securities and information about how the Trust voted proxies related to its portfolio securities during the most recent 12-month period ended June 30 are available on our Web site — dws.com/en-us/resources/proxy-voting — or on the SEC’s Web site — sec.gov. To obtain a written copy of the Trust’s policies and procedures without charge, upon request, call us toll free at (800) 728-3337.

 

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Advisory Agreement Board Considerations and Fee Evaluation

The Board of Trustees (hereinafter referred to as the “Board” or “Trustees”) approved the renewal of Deutsche Global Income Builder VIP’s (now known as DWS Global Income Builder VIP) (the “Fund”) investment management agreement (the “Agreement”) with Deutsche Investment Management Americas Inc. (now known as DWS Investment Management Americas, Inc.) (“DIMA”) in September 2017. DIMA has also entered into a sub-advisory agreement with Deutsche Alternative Asset Management (Global) Limited (“DAAM Global”), an affiliate of DIMA, that has an initial term through September 30, 2018.

In terms of the process that the Board followed prior to approving the Agreement, shareholders should know that:

 

 

During the entire process, all of the Fund’s Trustees were independent of DIMA and its affiliates (the “Independent Trustees”).

 

 

The Board met frequently during the past year to discuss fund matters and dedicated a substantial amount of time to contract review matters. Over the course of several months, the Board’s Contract Committee reviewed extensive materials received from DIMA, independent third parties and independent counsel. These materials included an analysis of the Fund’s performance, fees and expenses, and profitability from a fee consultant retained by the Fund’s Independent Trustees (the “Fee Consultant”). Based on its evaluation of the information provided, the Contract Committee presented its findings and recommendations to the Board. The Board then reviewed the Contract Committee’s findings and recommendations.

 

 

The Board also received extensive information throughout the year regarding performance of the Fund.

 

 

The Independent Trustees regularly met privately with counsel to discuss contract review and other matters. In addition, the Independent Trustees were advised by the Fee Consultant in the course of their review of the Fund’s contractual arrangements and considered a comprehensive report prepared by the Fee Consultant in connection with their deliberations.

 

 

In connection with reviewing the Agreement, the Board also reviewed the terms of the Fund’s distribution agreement, administrative services agreement, transfer agency agreement and other material service agreements.

In connection with the contract review process, the Contract Committee and the Board considered the factors discussed below, among others. The Board also considered that DIMA and its predecessors have managed the Fund since its inception, and the Board believes that a long-term relationship with a capable, conscientious advisor is in the best interests of the Fund. The Board considered, generally, that shareholders chose to invest or remain invested in the Fund knowing that DIMA managed the Fund, and that the Agreement was approved by the Fund’s shareholders. DIMA and DAAM Global are part of Deutsche Bank AG’s (“Deutsche Bank”) Asset Management (“Deutsche AM”) division. Deutsche AM is a global asset management business that offers a wide range of investing expertise and resources, including research capabilities in many countries throughout the world.

As part of the contract review process, the Board carefully considered the fees and expenses of each Deutsche fund overseen by the Board in light of the fund’s performance. In many cases, this led to the negotiation and implementation of expense caps. As part of these negotiations, the Board indicated that it would consider relaxing these caps in future years following sustained improvements in performance, among other considerations.

While shareholders may focus primarily on fund performance and fees, the Fund’s Board considers these and many other factors, including the quality and integrity of DIMA’s and DAAM Global’s personnel and administrative support services provided by DIMA, such as back-office operations, fund valuations, and compliance policies and procedures.

Nature, Quality and Extent of Services. The Board considered the terms of the Agreement, including the scope of advisory services provided under the Agreement. The Board noted that DIMA and DAAM Global provide portfolio management services to the Fund and that, pursuant to a separate administrative services agreement, DIMA provides administrative services to the Fund. The Board considered the experience and skills of senior management and investment personnel and the resources made available to such personnel. Throughout the course of the year, the Board also received information regarding DIMA’s oversight of fund sub-advisers, including DAAM Global. The Board reviewed the Fund’s performance over short-term and long-term periods and compared those returns to various agreed-upon performance measures, including market index(es) and a peer universe compiled using information supplied by Morningstar Direct (“Morningstar”), an

 

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independent fund data service. The Board also noted that it has put into place a process of identifying “Funds in Review” (e.g., funds performing poorly relative to a peer universe), and receives additional reporting from DIMA regarding such funds and, where appropriate, DIMA’s plans to address underperformance. The Board believes this process is an effective manner of identifying and addressing underperforming funds. Based on the information provided, the Board noted that, for the one-, three- and five-year periods ended December 31, 2016, the Fund’s performance (Class A shares) was in the 2nd quartile, 2nd quartile and 1st quartile, respectively, of the applicable Morningstar universe (the 1st quartile being the best performers and the 4th quartile being the worst performers). The Board also observed that the Fund has outperformed its benchmark in the one-, three- and five-year periods ended December 31, 2016.

Fees and Expenses. The Board considered the Fund’s investment management fee schedule, operating expenses and total expense ratios, and comparative information provided by Broadridge Financial Solutions, Inc. (“Broadridge”) and the Fee Consultant regarding investment management fee rates paid to other investment advisors by similar funds (1st quartile being the most favorable and 4th quartile being the least favorable). With respect to management fees paid to other investment advisors by similar funds, the Board noted that the contractual fee rates paid by the Fund, which include a 0.10% fee paid to DIMA under the Fund’s administrative services agreement, were lower than the median (1st quartile) of the applicable Broadridge peer group (based on Broadridge data provided as of December 31, 2016). The Board noted that DIMA pays a sub-advisory fee to DAAM Global out of its fee. The Board noted that the Fund’s Class A shares total (net) operating expenses were expected to be lower than the median (2nd quartile) of the applicable Broadridge expense universe (based on Broadridge data provided as of December 31, 2016, and analyzing Broadridge expense universe Class A (net) expenses less any applicable 12b-1 fees) (“Broadridge Universe Expenses”). The Board noted that the expense limitation agreed to by DIMA was expected to help the Fund’s total (net) operating expenses remain competitive. The Board considered the Fund’s management fee rate as compared to fees charged by DIMA to a comparable Deutsche U.S. registered fund (“Deutsche Funds”) and considered differences between the Fund and the comparable Deutsche Fund. The information requested by the Board as part of its review of fees and expenses also included information about institutional accounts (including any sub-advised funds and accounts) and funds offered primarily to European investors (“Deutsche Europe funds”) managed by Deutsche AM. The Board noted that DIMA indicated that Deutsche AM does not manage any institutional accounts or Deutsche Europe funds comparable to the Fund.

On the basis of the information provided, the Board concluded that management fees were reasonable and appropriate in light of the nature, quality and extent of services provided by DIMA and DAAM Global.

Profitability. The Board reviewed detailed information regarding revenues received by DIMA under the Agreement. The Board considered the estimated costs to DIMA, and pre-tax profits realized by DIMA, from advising the Deutsche Funds, as well as estimates of the pre-tax profits attributable to managing the Fund in particular. The Board also received information regarding the estimated enterprise-wide profitability of DIMA and its affiliates with respect to all fund services in totality and by fund. The Board and the Fee Consultant reviewed DIMA’s methodology in allocating its costs to the management of the Fund. Based on the information provided, the Board concluded that the pre-tax profits realized by DIMA in connection with the management of the Fund were not unreasonable. The Board also reviewed certain publicly available information regarding the profitability of certain similar investment management firms. The Board noted that, while information regarding the profitability of such firms is limited (and in some cases is not necessarily prepared on a comparable basis), DIMA and its affiliates’ overall profitability with respect to the Deutsche Funds (after taking into account distribution and other services provided to the funds by DIMA and its affiliates) was lower than the overall profitability levels of most comparable firms for which such data was available.

Economies of Scale. The Board considered whether there are economies of scale with respect to the management of the Fund and whether the Fund benefits from any economies of scale. The Board noted that the Fund’s investment management fee schedule includes fee breakpoints. The Board concluded that the Fund’s fee schedule represents an appropriate sharing between the Fund and DIMA of such economies of scale as may exist in the management of the Fund at current asset levels.

Other Benefits to DIMA and Its Affiliates. The Board also considered the character and amount of other incidental benefits received by DIMA and its affiliates, including any fees received by DIMA for administrative services provided to the Fund and any fees received by an affiliate of DIMA for transfer agency services provided to the Fund. The Board also considered benefits to DIMA related to brokerage and soft-dollar

 

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allocations, including allocating brokerage to pay for research generated by parties other than the executing broker dealers, which pertain primarily to funds investing in equity securities. In addition, the Board considered the incidental public relations benefits to DIMA related to Deutsche Funds advertising and cross-selling opportunities among DIMA products and services. The Board considered these benefits in reaching its conclusion that the Fund’s management fees were reasonable.

Compliance. The Board considered the significant attention and resources dedicated by DIMA to documenting and enhancing its compliance processes in recent years. The Board noted in particular (i) the experience, seniority and time commitment of the individuals serving as DIMA’s and the Fund’s chief compliance officers; (ii) the large number of DIMA compliance personnel; and (iii) the substantial commitment of resources by DIMA and its affiliates to compliance matters.

Based on all of the information considered and the conclusions reached, the Board unanimously determined that the continuation of the Agreement is in the best interests of the Fund. In making this determination, the Board did not give particular weight to any single factor identified above. The Board considered these factors over the course of numerous meetings, certain of which were in executive session with only the Independent Trustees and counsel present. It is possible that individual Independent Trustees may have weighed these factors differently in reaching their individual decisions to approve the continuation of the Agreement.

 

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LOGO  

VS2GIB-3 (R-028382-7 8/18)

 


Table of Contents

June 30, 2018

Semiannual Report

Deutsche DWS Variable Series II

(formerly Deutsche Variable Series II)

 

 

DWS Government & Agency Securities VIP

(formerly Deutsche Government & Agency Securities VIP)

 

LOGO


Table of Contents

Contents

 

  3      Performance Summary
  4      Portfolio Summary
  4      Portfolio Management Team
  5      Investment Portfolio
  10      Statement of Assets and Liabilities
  10      Statement of Operations
  11      Statements of Changes in Net Assets
  12      Financial Highlights
  13      Notes to Financial Statements
  21      Information About Your Fund’s Expenses
  22      Proxy Voting
  23      Advisory Agreement Board Considerations and Fee Evaluation

 

This report must be preceded or accompanied by a prospectus. To obtain an additional prospectus or summary prospectus, if available, call (800) 728-3337 or your financial representative. We advise you to consider the Fund’s objectives, risks, charges and expenses carefully before investing. The summary prospectus and prospectus contain this and other important information about the Fund. Please read the prospectus carefully before you invest.

Investing in derivatives entails special risks relating to liquidity, leverage and credit that may reduce returns and/or increase volatility. Bond investments are subject to interest-rate, credit, liquidity and market risks to varying degrees. When interest rates rise, bond prices generally fall. Credit risk refers to the ability of an issuer to make timely payments of principal and interest. The “full faith and credit” guarantee of the US government applies to the timely repayment of interest, and does not eliminate market risk. Because of the rising US government debt burden, it is possible that the US government may not be able to meet its financial obligations or that securities issued by the US government may experience credit downgrades. The Fund may lend securities to approved institutions. See the prospectus for details.

The brand DWS represents DWS Group GmbH & Co. KGaA and any of its subsidiaries such as DWS Distributors, Inc. which offers investment products or DWS Investment Management Americas, Inc. and RREEF America L.L.C. which offer advisory services.

DWS Distributors, Inc., 222 South Riverside Plaza, Chicago, IL 60606, (800) 621-1148

NOT FDIC/NCUA INSURED     NO BANK GUARANTEE     MAY LOSE VALUE     NOT A DEPOSIT NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY

 

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Table of Contents
Performance Summary   June 30, 2018 (Unaudited)

Fund performance shown is historical, assumes reinvestment of all dividend and capital gain distributions and does not guarantee future results. Investment return and principal value fluctuate with changing market conditions so that, when redeemed, shares may be worth more or less than their original cost. Current performance may be lower or higher than the performance data quoted. Please contact your participating insurance company for the Fund’s most recent month-end performance. Performance does not reflect charges and fees (“contract charges”) associated with the separate account that invests in the Fund or any variable life insurance policy or variable annuity contract for which the Fund is an investment option. These charges and fees will reduce returns. While all share classes have the same underlying portfolio, their performance will differ.

The gross expense ratios of the Fund, as stated in the fee table of the prospectus dated May 1, 2018 are 0.87% and 1.21% for Class A and Class B shares, respectively, and may differ from the expense ratios disclosed in the Financial Highlights tables in this report.

Generally accepted accounting principles require adjustments to be made to the net assets of the Fund at period end for financial reporting purposes only, and as such, the total return based on the unadjusted net asset value per share may differ from the total return reported in the financial highlights.

Growth of an Assumed $10,000 Investment in DWS Government & Agency Securities VIP

 

 

LOGO   

The Bloomberg Barclays GNMA Index is an unmanaged, market-value-weighted measure of all fixed-rate securities backed by mortgage pools of the Government National Mortgage Association.

 

Index returns do not reflect any fees or expenses and it is not possible to invest directly into an index.

 

Comparative Results                              
DWS Government & Agency Securities VIP   6-Month   1-Year   3-Year   5-Year   10-Year
Class A   Growth of $10,000   $9,926   $9,970   $10,243   $10,727   $13,709
    Average annual total return   –0.74%   –0.30%   0.80%   1.41%   3.21%
Bloomberg Barclays GNMA Index   Growth of $10,000   $9,914   $10,010   $10,387   $11,084   $14,193
    Average annual total return   –0.86%   0.10%   1.27%   2.08%   3.56%
DWS Government & Agency Securities VIP   6-Month   1-Year   3-Year   5-Year   10-Year
Class B   Growth of $10,000   $9,909   $9,936   $10,144   $10,543   $13,257
    Average annual total return   –0.91%   –0.64%   0.48%   1.06%   2.86%
Bloomberg Barclays GNMA Index   Growth of $10,000   $9,914   $10,010   $10,387   $11,084   $14,193
  Average annual total return   –0.86%   0.10%   1.27%   2.08%   3.56%

The growth of $10,000 is cumulative.

 

 

Total returns shown for periods less than one year are not annualized.

 

Deutsche DWS Variable Series II —

DWS Government & Agency Securities VIP

  |   3


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Portfolio Summary   (Unaudited)

 

Asset Allocation (As a % of Net Assets)    6/30/18      12/31/17  
Mortgage-Backed Securities Pass-Throughs      86%        80%  
Collateralized Mortgage Obligations      16%        22%  
Government & Agency Obligations      6%        16%  
Asset-Backed      5%        5%  
Commercial Mortgage-Backed Securities      4%        3%  
Commercial Paper      3%         
Corporate Bonds             1%  
Cash Equivalents and Other Assets and Liabilities, net      –20%        –27%  
       100%        100%  
Coupons*    6/30/18      12/31/17  
Less than 3.5%      24%        35%  
3.5%–4.49%      51%        42%  
4.5%–5.49%      17%        15%  
5.5%–6.49%      5%        5%  
6.5%–7.49%      3%        3%  
7.5% and Greater      0%        0%  
       100%        100%  
Interest Rate Sensitivity    6/30/18      12/31/17  
Effective Maturity      9.8 years        9.9 years  
Effective Duration      5.6 years        4.0 years  

 

* Excludes Cash Equivalents and U.S. Treasury Bills.

Effective maturity is the weighted average of the maturity date of bonds held by the Fund taking into consideration any available maturity shortening features.

Effective duration is an approximate measure of the Fund’s sensitivity to interest rate changes taking into consideration any maturity shortening features.

Portfolio holdings and characteristics are subject to change.

For more complete details about the Fund’s investment portfolio, see page 5.

Following the Fund’s fiscal first and third quarter-end, a complete portfolio holdings listing is filed with the SEC on Form N-Q. The form will be available on the SEC’s Web site at sec.gov, and it also may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the SEC’s Public Reference Room may be obtained by calling (800) SEC-0330. The Fund’s portfolio holdings are also posted on dws.com from time to time. Please see the Fund’s current prospectus for more information.

Portfolio Management Team

Gregory M. Staples, CFA, Managing Director

Scott Agi, CFA, Director

Portfolio Managers

 

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Table of Contents
Investment Portfolio   June 30, 2018 (Unaudited)

 

    Principal
Amount ($)(a)
    Value ($)  
Mortgage-Backed Securities
Pass-Throughs 86.3%
 

Federal Home Loan Mortgage Corp.:

 

 

3.0%, with various maturities from 9/1/2047 until 7/12/2048 (b)

    2,734,482       2,647,576  

3.5%, 7/12/2048 (b)

    1,500,000       1,492,126  

4.0%, with various maturities from 1/1/2045 until 12/1/2045

    611,451       628,682  
Federal National Mortgage Association:    

3.0%, with various maturities from 3/1/2047 until 10/1/2047

    1,346,750       1,306,605  

3.5%, with various maturities from 8/1/2047 until 7/12/2048 (b)

    4,269,917       4,251,675  
Government National Mortgage Association:    

3.0%, with various maturities from 4/20/2046 until 9/20/2047

    1,841,668       1,803,727  

3.5%, with various maturities from 4/15/2042 until 7/19/2048 (b)

    9,386,584       9,442,654  

4.0%, with various maturities from 9/20/2040 until 7/19/2048 (b)

    5,377,112       5,527,791  

4.5%, with various maturities from 4/20/2035 until 7/19/2048 (b)

    2,795,710       2,926,473  

4.55%, 1/15/2041

    138,626       146,714  

4.625%, 5/15/2041

    98,655       102,698  

5.0%, with various maturities from 12/15/2032 until 5/20/2048

    922,171       970,359  

5.5%, with various maturities from 1/15/2034 until 6/15/2042

    1,298,329       1,419,664  

6.0%, with various maturities from 5/20/2034 until 12/20/2038

    353,308       388,983  

6.5%, with various maturities from 9/15/2036 until 2/15/2039

    294,859       329,211  

7.0%, with various maturities from 2/20/2027 until 2/15/2038

    69,912       70,943  

7.5%, 10/20/2031

    3,219       3,633  

Total Mortgage-Backed Securities
Pass-Throughs

(Cost $33,942,091)

 

    33,459,514  
Asset-Backed 5.2%  
Automobile Receivables 0.5%  

AmeriCredit Automobile Receivables Trust, “A3”, Series 2017-1, 1.87%, 8/18/2021

    170,000       168,735  
Miscellaneous 4.7%    

Atrium XIII, “A1”, Series 13A, 144A, 3-month USD-LIBOR + 1.180%, 3.542%*, 11/21/2030

    310,000       310,472  

Carbone CLO Ltd., “A1”,
Series 2017-1A, 144A, 3-month USD-LIBOR + 1.140%,
2.809%*, 1/20/2031

    380,000       379,786  
    Principal
Amount ($)(a)
    Value ($)  

Domino’s Pizza Master Issuer LLC, “A23”, Series 2017-1A, 144A, 4.118%, 7/25/2047

    446,625       445,509  

Goldentree Loan Management U.S. CLO Ltd., “A”, Series 2017-2A, 144A, 3-month USD-LIBOR + 1.150%, 3.509%*, 11/28/2030

    450,000       450,892  

NRZ Excess Spread-Collateralized Notes, “B”, Series 2018-PLS1, 144A, 3.588%, 1/25/2023

    248,412       246,350  
   

 

 

 
              1,833,009  

Total Asset-Backed
(Cost $2,005,031)

 

    2,001,744  
Collateralized Mortgage Obligations 15.6%  

BX Trust, A” Series 2018-GW, 144A, 1-month USD-LIBOR + 0.800%, 2.7%*, 5/15/2035

    200,000       200,075  

Federal Home Loan Mortgage Corp.:

 

 

“OA”, Series 3179, Principal Only, Zero Coupon, 7/15/2036

    72,843       62,986  

“CZ”, Series 4113,
3.0%, 9/15/2042

    319,391       283,999  

CD’, Series 4793,
3.0%, 6/15/2048

    497,755       483,221  

“PI”, Series 3940, Interest Only,
4.0%, 2/15/2041

    266,428       42,922  

“C1”, Series 329, Interest Only,
4.0%, 12/15/2041

    788,056       159,395  

“UA”, Series 4298,
4.0%, 2/15/2054

    58,174       58,435  

“C32”, Series 303, Interest Only,
4.5%, 12/15/2042

    805,053       186,412  

“C28”, Series 303, Interest Only,
4.5%, 1/15/2043

    957,934       214,239  

“MI”, Series 3871, Interest Only,
6.0%, 4/15/2040

    35,552       2,421  

“IJ”, Series 4472, Interest Only,
6.0%, 11/15/2043

    319,827       77,474  

“A”, Series 172, Interest Only,
6.5%, 1/1/2024

    6,492       819  

“C22”, Series 324, Interest Only,
6.5%, 4/15/2039

    447,139       114,494  

Federal National Mortgage Association:

 

 

“Z”, Series 2013-44,
3.0%, 5/25/2043

    97,897       89,378  

‘‘IO”, Series 2012-146, Interest Only, 3.5%, 1/25/2043

    1,039,067       207,864  

“4”, Series 406, Interest Only,
4.0%, 9/25/2040

    200,614       42,261  

“IO”, Series 2016-26, Interest Only, 5.0%, 5/25/2046

    868,167       173,388  

“UI”, Series 2010-126, Interest Only, 5.5%, 10/25/2040

    340,730       71,162  

“IO”, Series 2014-70, Interest Only, 5.5%, 10/25/2044

    461,162       102,165  

“BI”, Series 2015-97, Interest Only, 5.5%, 1/25/2046

    382,628       88,477  

“WI”, Series 2011-59, Interest Only, 6.0%, 5/25/2040

    49,810       1,943  
 

 

The accompanying notes are an integral part of the financial statements.

 

Deutsche DWS Variable Series II —

DWS Government & Agency Securities VIP

  |   5


Table of Contents
    Principal
Amount ($)(a)
    Value ($)  

“YT”, Series 2013-35,
6.5%, 9/25/2032

    498,371       561,826  

Government National Mortgage Association:

 

 

“JI”, Series 2013-10, Interest Only, 3.5%, 1/20/2043

    492,173       106,715  

“ID”, Series 2013-70, Interest Only, 3.5%, 5/20/2043

    226,949       45,341  

“BI”, Series 2014-22, Interest Only, 4.0%, 2/20/2029

    377,023       34,216  

“IP”, Series 2015-50, Interest Only, 4.0%, 9/20/2040

    793,193       73,091  

“PI”, Series 2015-40, Interest Only, 4.0%, 4/20/2044

    235,726       31,520  

“LI”, Series 2009-104, Interest Only, 4.5%, 12/16/2018

    2,815       1  

“CI”, Series 2010-87, Interest Only, 4.5%, 11/20/2038

    1,119,002       48,368  

“PI”, Series 2014-108, Interest Only, 4.5%, 12/20/2039

    193,593       30,934  

“MI”, Series 2010-169, Interest Only, 4.5%, 8/20/2040

    229,745       27,267  

“IP”, Series 2014-115, Interest Only, 4.5%, 2/20/2044

    132,733       28,462  

“GZ”, Series 2005-24,
5.0%, 3/20/2035

    648,884       726,296  

“MZ”, Series 2009-98,
5.0%, 10/16/2039

    1,309,852       1,516,113  

“AI”, Series 2008-46, Interest Only, 5.5%, 5/16/2023

    6,027       77  

“GI”, Series 2003-19, Interest Only, 5.5%, 3/16/2033

    302,314       58,182  

“IB”, Series 2010-130, Interest Only, 5.5%, 2/20/2038

    75,128       13,428  

“IA”, Series 2012-64, Interest Only, 5.5%, 5/16/2042

    184,998       42,375  

“DI”, Series 2009-10, Interest Only, 6.0%, 4/16/2038

    110,204       15,222  

“IP”, Series 2009-118, Interest Only, 6.5%, 12/16/2039

    32,859       8,535  

“IC”, Series 1997-4, Interest Only,
7.5%, 3/16/2027

    262,153       1,935  

Total Collateralized Mortgage Obligations
(Cost $5,479,463)

 

    6,033,434  
Commercial Mortgage-Backed Securities 3.8%  

Atrium Hotel Portfolio Trust, A’ Series 2018-ATRM, 144A,
1-month USD-LIBOR + 0.950%, 2.932%*, 6/15/2035

    427,500       427,230  

CHT Mortgage Trust, “A”, Series 2017-CSMO,144A, 1-month USD-LIBOR + 0.880%,
3.003%*, 11/15/2036

    400,000       400,126  
    Principal
Amount ($)(a)
    Value ($)  

DBGS Mortgage Trust, A’
Series 2018-5BP,144A,
1-month USD-LIBOR + 0.645% 2.545%*, 6/15/2033

    450,000       450,013  

FHLMC Multifamily Structured Pass-Through Securities, “X1”, Series K055, Interest Only,
1.501%*, 3/25/2026

    2,476,436       213,922  

Total Commercial Mortgage-Backed Securities
(Cost $1,490,368)

 

    1,491,291  
Government & Agency Obligation 2.1%  
Sovereign Bonds    

Kingdom of Norway, Series 480, 144A, REG S, 2.0%, 4/26/2028 (Cost $833,641)

    NOK 6,500,000       814,630  
Short-Term U.S. Treasury Obligations 3.6%  

U.S. Treasury Bills:

   

1.18%**, 8/16/2018 (c)

    880,000       877,993  

1.91%**, 10/11/2018 (d)

    500,000       497,294  

Total Short-Term U.S. Treasury Obligations
(Cost $1,376,722)

 

    1,375,287  
Commercial Paper 2.8%    

Bank New York Mellon Corp.,
2.285%**, 7/5/2018

    600,000       599,807  

Macquarie Bank Ltd.,
2.304%**, 7/5/2018

    500,000       499,833  

Total Commercial Paper
(Cost $1,099,725)

      1,099,640  
    Shares     Value ($)  
Cash Equivalents 20.4%    

DWS Central Cash Management Government Fund, 1.85% (e)

    2,386,133       2,386,133  

DWS Variable NAV Money Fund “Capital Shares”, 2.20% (e)

    5,520,746       5,521,298  

Total Cash Equivalents
(Cost $7,906,528)

      7,907,431  
    % of Net
Assets
    Value ($)  

Total Investment Portfolio
(Cost $54,133,569)

    139.8       54,182,971  
Other Assets and Liabilities, Net     (39.8     (15,413,470
Net Assets     100.0       38,769,501  
 

 

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Table of Contents

A summary of the Fund’s transactions with affiliated investments during the period ended June 30, 2018 are as follows:

 

Value ($) at
12/31/2017
  Purchases
Cost ($)
    Sales
Proceeds ($)
    Net
Realized
Gain/
(Loss) ($)
    Net Change in
Unrealized
Appreciation
(Depreciation) ($)
    Income ($)     Capital Gain
Distributions ($)
    Number
of Shares
at
6/30/2018
    Value ($)
at
6/30/2018
 

Securities Lending Collateral —%

 

       

DWS Government & Agency Securities Portfolio “DWS Government Cash Institutional Shares”, 1.80% (e) (f)

 

                            383                    

Cash Equivalents 20.4%

 

       

DWS Central Cash Management Government Fund, 1.85% (e)

 

10,252

    26,141,383       23,765,502                   28,569             2,386,133       2,386,133  

DWS Variable NAV Money Fund “Capital Shares”, 2.20% (e)

 

    6,520,496       1,000,000       (100     902       29,971             5,520,746       5,521,298  
10,252     32,661,879       24,765,502       (100     902       58,923             7,906,879       7,907,431  

 

*

Variable or floating rate security. These securities are shown at their current rate as of June 30, 2018. For securities based on a published reference rate and spread, the reference rate and spread are indicated within the description above. Certain variable rate securities are not based on a published reference rate and spread but adjust periodically based on current market conditions, prepayment of underlying positions and/or other variables.

 

**

Annualized yield at time of purchase; not a coupon rate.

 

(a)

Principal amount stated in U.S. dollars unless otherwise noted.

 

(b)

When-issued, delayed delivery or forward commitment securities included.

 

(c)

At June 30, 2018, this security has been pledged, in whole or in part, to cover initial margin requirements for open futures contracts.

 

(d)

At June 30, 2018, this security has been pledged, in whole or in part, as collateral for open centrally cleared swap contracts.

 

(e)

Affiliated fund managed by DWS Investment Management Americas, Inc. The rate shown is the annualized seven-day yield at period end.

 

(f)

Represents collateral held in connection with securities lending. Income earned by the Fund is net of borrower rebates. Purchases and sales not shown for securities lending collateral.

144A: Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers.

CLO: Collateralized Loan Obligation

Interest Only: Interest Only (IO) bonds represent the “interest only” portion of payments on a pool of underlying mortgages or mortgage-backed securities. IO securities are subject to prepayment risk of the pool of underlying mortgages.

LIBOR: London Interbank Offered Rate

REG S: Securities sold under Regulation S may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933.

Included in the portfolio are investments in mortgage or asset-backed securities which are interests in separate pools of mortgages or assets. Effective maturities of these investments may be shorter than stated maturities due to prepayments. Some separate investments in the Federal Home Loan Mortgage Corp., Federal National Mortgage Association and Government National Mortgage Association issues which have similar coupon rates have been aggregated for presentation purposes in this investment portfolio.

At June 30, 2018, open futures contracts purchased were as follows:

 

Futures   Currency     Expiration
Date
    Contracts     Notional
Amount ($)
    Notional
Value ($)
    Unrealized
Appreciation ($)
 
10 Year U.S. Treasury Note     USD       9/19/2018       21       2,518,076       2,523,938       5,862  
Ultra Long U.S. Treasury Bond     USD       9/19/2018       6       947,651       957,375       9,724  
Total unrealized appreciation                                             15,586  

At June 30, 2018, open futures contracts sold were as follows:

 

Futures   Currency     Expiration
Date
    Contracts     Notional
Amount ($)
    Notional
Value ($)
    Unrealized
(Depreciation) ($)
 
Euro-Bund Futures     EUR       9/6/2018       5       939,604       949,129       (9,525 ) 

 

The accompanying notes are an integral part of the financial statements.

 

Deutsche DWS Variable Series II —

DWS Government & Agency Securities VIP

  |   7


Table of Contents

At June 30, 2018, open interest rate swap contracts were as follows:

 

Centrally Cleared Swaps                       
Cash Flows Paid by
the Fund/Frequency
  Cash Flows Received
by the Fund/
Frequency
  Effective/
Expiration Date
    Notional
Amount
    Currency     Upfront
Payments
Paid/
(Received) ($)
    Value ($)     Unrealized
Appreciation/
(Depreciation) ($)
 
Fixed — 2.239% Semi-Annually   Floating — 3-Month LIBOR Quarterly    
3/21/2018
3/21/2023
 
 
    900,000       USD             20,956       20,956  
Fixed — 2.45% Semi-Annually   Floating — 3-Month LIBOR Quarterly    
12/20/2017
12/20/2032
 
 
    500,000       USD             33,188       33,188  
Fixed — 2.589% Semi-Annually   Floating — 3-Month LIBOR Quarterly    
3/21/2018
3/21/2038
 
 
    900,000       USD       3,019       51,991       48,972  
Floating — 3-Month LIBOR Quarterly   Fixed — 2.25% Semi-Annually    
3/21/2018
3/21/2028
 
 
    400,000       USD       (17,933)       (21,990)       (4,057)  
Total net unrealized appreciation                                             99,059  

LIBOR: London Interbank Offered Rate; 3-Month LIBOR rate at June 30, 2018 is 2.336%.

At June 30, 2018, open total return swap contracts were as follows:

 

Bilateral Swaps         
Pay/Receive
Return of the
Reference Index
  Fixed Cash
Flows Received
Frequency
  Counterparty/
Expiration Date
  Notional
Amount
    Currency     Upfront
Payments
Paid ($)
    Value ($)    

Unrealized

Depreciation ($)

 
Long Position                              
Markit IOS INDEX FN30.400.10   4.0%/Monthly   Goldman Sachs & Co.
1/12/2041
    372,761       USD             (1,074)       (1,074)  

Counterparties:

Goldman Sachs & Co.

As of June 30, 2018, the Fund had the following open forward foreign currency contracts:

 

Contracts to Deliver   In Exchange For     Settlement
Date
    Unrealized
Appreciation ($)
    Counterparty
USD   399,247     EUR       341,688       7/18/2018       306     HSBC Holdings PLC
EUR   341,688     USD       425,492       7/18/2018       25,940     HSBC Holdings PLC
NOK   6,500,000     USD       832,249       7/24/2018       33,364     Danske Bank AS
SEK   3,528,837     USD       395,753       8/15/2018       388     Danske Bank AS
EUR   351,000     USD       423,387       8/16/2018       12,046     Canadian Imperial Bank of Commerce
Total unrealized appreciation                       72,044      
Contracts to Deliver   In Exchange For     Settlement
Date
    Unrealized
Depreciation ($)
    Counterparty
USD   608,237     JPY       66,256,579       7/19/2018       (9,022)     Toronto-Dominion Bank
USD   410,831     CAD       527,000       8/7/2018       (9,698)     Barclays Bank PLC
USD   413,221     SEK       3,528,837       8/15/2018       (17,856)     Danske Bank AS
USD   411,932     EUR       351,000       8/16/2018       (591)     Canadian Imperial Bank of Commerce
Total unrealized depreciation                       (37,167)      

Currency Abbreviations

 

CAD

Canadian Dollar

EUR

Euro

JPY

Japanese Yen

NOK

Norwegian Krone

SEK

Swedish Krona

USD

United States Dollar

 

 

For information on the Fund’s policy and additional disclosures regarding futures contracts, interest rate swap contracts, total return swap contracts and forward foreign currency contracts, please refer to the Derivatives section of Note B in the accompanying Notes to Financial Statements.

 

The accompanying notes are an integral part of the financial statements.

 

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Deutsche DWS Variable Series II —

DWS Government & Agency Securities VIP


Table of Contents

Fair Value Measurements

Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in three broad levels. Level 1 includes quoted prices in active markets for identical securities. Level 2 includes other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds and credit risk). Level 3 includes significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments). The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities.

The following is a summary of the inputs used as of June 30, 2018 in valuing the Fund’s investments. For information on the Fund’s policy regarding the valuation of investments, please refer to the Security Valuation section of Note A in the accompanying Notes to Financial Statements.

 

Assets   Level 1     Level 2     Level 3      Total  
Fixed Income Investments (g)         

Mortgage-Backed Securities Pass-Throughs

  $     $ 33,459,514     $                     —      $ 33,459,514  

Asset-Backed

          2,001,744              2,001,744  

Collateralized Mortgage Obligations

          6,033,434              6,033,434  

Commercial Mortgage-Backed Securities

          1,491,291              1,491,291  

Government & Agency Obligation

          814,630              814,630  

Short-Term U.S. Treasury Obligations

          1,375,287              1,375,287  

Commercial Paper

          1,099,640              1,099,640  
Short-Term Investments     7,907,431                    7,907,431  
Derivatives (h)         

Futures Contracts

    15,586                    15,586  

Interest Rate Swap Contracts

          103,116              103,116  

Forward Foreign Currency Contracts

          72,044              72,044  
Total   $     7,923,017     $     46,450,700     $      $     54,373,717  
Liabilities   Level 1     Level 2     Level 3      Total  
Derivatives (h)         

Futures Contracts

  $ (9,525   $     $      $ (9,525

Interest Rate Swap Contracts

          (4,057            (4,057

Total Return Swap Contracts

          (1,074            (1,074

Forward Foreign Currency Contracts

          (37,167            (37,167
Total   $ (9,525   $ (42,298   $      $ (51,823

There have been no transfers between fair value measurement levels during the period ended June 30, 2018.

 

(g) See Investment Portfolio for additional detailed categorizations.

 

(h) Derivatives include unrealized appreciation (depreciation) on open futures contracts, interest rate swap contracts, total return swap contracts and forward foreign currency contracts.

 

The accompanying notes are an integral part of the financial statements.

 

Deutsche DWS Variable Series II —

DWS Government & Agency Securities VIP

  |   9


Table of Contents

Statement of Assets and Liabilities

 

as of June 30, 2018 (Unaudited)        
Assets        
Investments in non-affiliated securities, at value (cost $46,227,041)   $   46,275,540  
Investment in affiliated Underlying Funds, at value (cost $7,906,528)     7,907,431  
Foreign currency, at value (cost $66,333)     64,602  
Receivable for variation margin on centrally cleared swaps     1,320  
Receivable for investments sold — forward commitments     1,114,799  
Receivable for Fund shares sold     2,027  
Interest receivable     175,785  
Unrealized appreciation on forward foreign currency contracts     72,044  
Other assets     432  
Total assets     55,613,980  
Liabilities        
Payable for investments purchased — forward commitments     16,296,654  
Payable for investments purchased     382,332  
Payable for variation margin on futures contracts     1,909  
Payable for Fund shares redeemed     35,832  
Unrealized depreciation on bilateral swap contracts     1,074  
Unrealized depreciation on forward foreign currency contracts     37,167  
Accrued management fee     2,456  
Accrued Trustees’ fees     763  
Other accrued expenses and payables     86,292  
Total liabilities     16,844,479  
Net assets, at value   $ 38,769,501  
Net Assets Consist of        
Undistributed net investment income     447,971  
Net unrealized appreciation (depreciation) on:  

Investments

    49,402  

Swap contracts

    97,985  

Futures

    6,061  

Foreign currency

    (1,641

Forward foreign currency contracts

    34,877  
Accumulated net realized gain (loss)     (704,793
Paid-in capital     38,839,639  
Net assets, at value   $ 38,769,501  
Net Asset Value        

Class A

 
Net Asset Value, offering and redemption price per share ($37,094,821 ÷ 3,443,224 outstanding shares of beneficial interest, no par value, unlimited number of shares authorized)   $ 10.77  

Class B

 
Net Asset Value, offering and redemption price per share ($1,674,680 ÷ 155,368 outstanding shares of beneficial interest, no par value, unlimited number of shares authorized)   $ 10.78  

Statement of Operations

 

for the six months ended June 30, 2018 (Unaudited)

 

Investment Income        
Income:  
Interest   $ 540,179  
Income distributions from affiliated Underlying Funds     58,540  
Securities lending income, net of borrower rebates     383  
Total income     599,102  
Expenses:  
Management fee     91,242  
Administration fee     20,276  
Services to shareholders     483  
Record keeping fees (Class B)     816  
Distribution service fees (Class B)     2,159  
Custodian fee     12,974  
Professional fees     41,388  
Reports to shareholders     12,005  
Trustees’ fees and expenses     2,173  
Other     9,904  
Total expenses before expense reductions     193,420  
Expense reductions     (76,542
Total expenses after expense reductions     116,878  
Net investment income     482,224  
Realized and Unrealized Gain (Loss)        
Net realized gain (loss) from:

 

Sale of Non-affiliated Underlying Funds

    (847,068

Sale of Affiliated Underlying Funds

    (100
Swap contracts     190,624  
Futures     (29,071
Forward foreign currency contracts     25,026  
Foreign currency     21,036  
      (639,553
Change in net unrealized appreciation
(depreciation) on:

 

Non-affiliated investments

    (205,590

Affiliated investments

    902  
Swap contracts     55,202  
Futures     (27,975
Forward foreign currency contracts     11,154  
Foreign currency     (1,872
      (168,179
Net gain (loss)     (807,732
Net increase (decrease) in net assets resulting from operations   $   (325,508)  
 

 

The accompanying notes are an integral part of the financial statements.

 

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DWS Government & Agency Securities VIP


Table of Contents

Statements of Changes in Net Assets

 

Increase (Decrease) in Net Assets   Six Months
Ended
June 30, 2018
(Unaudited)
    Year Ended
December 31,
2017
 
Operations:    
Net investment income   $ 482,224     $ 988,088  
Net realized gain (loss)     (639,553     851,798  
Change in net unrealized appreciation (depreciation)     (168,179     (979,021
Net increase (decrease) in net assets resulting from operations     (325,508     860,865  
Distributions to shareholders from:    
Net investment income:    

Class A

    (1,045,563     (1,241,081

Class B

    (40,012     (46,826
Total distributions     (1,085,575     (1,287,907
Fund share transactions:    

Class A

   
Proceeds from shares sold     1,562,246       3,259,096  
Reinvestment of distributions     1,045,563       1,241,081  
Payments of shares redeemed     (4,532,367     (15,457,312
Net increase (decrease) in net assets from Class A share transactions     (1,924,558     (10,957,135

Class B

   
Proceeds from shares sold     48,184       67,053  
Reinvestment of distributions     40,012       46,826  
Payments of shares redeemed     (205,308     (642,815
Net increase (decrease) in net assets from Class B share transactions     (117,112     (528,936
Increase (decrease) in net assets     (3,452,753     (11,913,113
Net assets at beginning of period     42,222,254       54,135,367  
Net assets at end of period (including undistributed net investment income of $447,971 and $1,051,322, respectively)   $ 38,769,501     $ 42,222,254  
Other Information                

Class A

   
Shares outstanding at beginning of period     3,619,812       4,598,638  
Shares sold     142,394       291,446  
Shares issued to shareholders in reinvestment of distributions     97,716       112,315  
Shares redeemed     (416,698     (1,382,587
Net increase (decrease) in Class A shares     (176,588     (978,826
Shares outstanding at end of period     3,443,224       3,619,812  

Class B

   
Shares outstanding at beginning of period     165,975       213,112  
Shares sold     4,453       6,013  
Shares issued to shareholders in reinvestment of distributions     3,736       4,234  
Shares redeemed     (18,796     (57,384
Net increase (decrease) in Class B shares     (10,607     (47,137
Shares outstanding at end of period     155,368       165,975  

 

The accompanying notes are an integral part of the financial statements.

 

Deutsche DWS Variable Series II —

DWS Government & Agency Securities VIP

  |   11


Table of Contents

Financial Highlights

 

    Six Months
Ended 6/30/18
    Years Ended December 31,  
Class A   (Unaudited)     2017     2016     2015     2014     2013  
Selected Per Share Data                                                
Net asset value, beginning of period   $ 11.15     $ 11.25     $ 11.48     $ 11.80     $ 11.47     $ 12.69  
Income (loss) from investment operations:            

Net investment incomea

    .13       .23       .25       .27       .29       .24  

Net realized and unrealized gain (loss)

    (.21     (.04     (.13     (.26     .31       (.59

Total from investment operations

    (.08     .19       .12       .01       .60       (.35
Less distributions from:            

Net investment income

    (.30     (.29     (.35     (.33     (.27     (.37

Net realized gains

                                  (.50

Total distributions

    (.30     (.29     (.35     (.33     (.27     (.87
Net asset value, end of period   $ 10.77     $ 11.15     $ 11.25     $ 11.48     $ 11.80     $ 11.47  
Total Return (%)b     (.74 )**      1.67       1.06       .06       5.29       (3.04
Ratios to Average Net Assets and Supplemental Data

 

                                       
Net assets, end of period ($ millions)     37       40       52       66       87       96  
Ratio of expenses before expense reductions (%)c     .94 *       .87       .86       .74       .72       .71  
Ratio of expenses after expense reductions (%)c     .56 *       .61       .58       .68       .70       .67  
Ratio of net investment income (%)     2.39 *       2.03       2.22       2.33       2.49       2.05  
Portfolio turnover rate (%)     243 **       588       521       376       393       794  

 

a 

Based on average shares outstanding during the period.

 

b 

Total return would have been lower had certain expenses not been reduced.

 

c 

Expense ratio does not reflect charges and fees associated with the separate account that invests in the Fund or any variable life insurance policy or variable annuity contract for which the Fund is an investment option.

 

* 

Annualized

 

** 

Not annualized

 

    Six Months
Ended 6/30/18
    Years Ended December 31,  
Class B   (Unaudited)     2017     2016     2015     2014     2013  
Selected Per Share Data                                                
Net asset value, beginning of period   $ 11.14     $ 11.24     $ 11.46     $ 11.79     $ 11.46     $ 12.67  
Income (loss) from investment operations:            

Net investment incomea

    .11       .19       .21       .23       .25       .20  

Net realized and unrealized gain (loss)

    (.21     (.04     (.12     (.27     .31       (.59

Total from investment operations

    (.10     .15       .09       (.04     .56       (.39
Less distributions from:            

Net investment income

    (.26     (.25     (.31     (.29     (.23     (.32

Net realized gains

                                  (.50

Total distributions

    (.26     (.25     (.31     (.29     (.23     (.82
Net asset value, end of period   $ 10.78     $ 11.14     $ 11.24     $ 11.46     $ 11.79     $ 11.46  
Total Return (%)b     (.91 )**      1.31       .79       (.36     4.95       (3.25
Ratios to Average Net Assets and Supplemental Data                                                
Net assets, end of period ($ millions)     2       2       2       3       3       4  
Ratio of expenses before expense reductions (%)c     1.29 *       1.21       1.21       1.09       1.06       1.06  
Ratio of expenses after expense reductions (%)c     .91 *       .95       .93       1.03       1.03       .99  
Ratio of net investment income (%)     2.05 *       1.69       1.88       1.99       2.16       1.71  
Portfolio turnover rate (%)     243 **       588       521       376       393       794  

 

a 

Based on average shares outstanding during the period.

 

b 

Total return would have been lower had certain expenses not been reduced.

 

c 

Expense ratio does not reflect charges and fees associated with the separate account that invests in the Fund or any variable life insurance policy or variable annuity contract for which the Fund is an investment option.

 

* 

Annualized

 

** 

Not annualized

 

The accompanying notes are an integral part of the financial statements.

 

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Deutsche DWS Variable Series II —

DWS Government & Agency Securities VIP


Table of Contents
Notes to Financial Statements   (Unaudited)

A. Organization and Significant Accounting Policies

DWS Government & Agency Securities VIP (formerly Deutsche Government & Agency Securities VIP) (the “Fund”) is a diversified series of Deutsche DWS Variable Series II (formerly Deutsche Variable Series II) (the “Trust”), which is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company organized as a Massachusetts business trust.

Multiple Classes of Shares of Beneficial Interest. The Fund offers two classes of shares (Class A shares and Class B shares). Sales of Class B shares are subject to recordkeeping fees up to 0.15% and Rule 12b-1 fees under the 1940 Act equal to an annual rate of 0.25% of the average daily net assets of the Class B shares of the Fund. Class A shares are not subject to such fees.

Investment income, realized and unrealized gains and losses, and certain fund-level expenses and expense reductions, if any, are borne pro rata on the basis of relative net assets by the holders of all classes of shares except that each class bears certain expenses unique to that class (including the applicable Rule 12b-1 fee and recordkeeping fees). Differences in class-level expenses may result in payment of different per share dividends by class. All shares have equal rights with respect to voting subject to class-specific arrangements.

The Fund’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) which require the use of management estimates. Actual results could differ from those estimates. The Fund qualifies as an investment company under Topic 946 of Accounting Standards Codification of U.S. GAAP. The policies described below are followed consistently by the Fund in the preparation of its financial statements.

Security Valuation. Investments are stated at value determined as of the close of regular trading on the New York Stock Exchange on each day the exchange is open for trading.

Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in three broad levels. Level 1 includes quoted prices in active markets for identical securities. Level 2 includes other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds and credit risk). Level 3 includes significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments). The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities.

Debt securities are valued at prices supplied by independent pricing services approved by the Fund’s Board. Such services may use various pricing techniques which take into account appropriate factors such as yield, quality, coupon rate, maturity, type of issue, trading characteristics, prepayment speeds and other data, as well as broker quotes. If the pricing services are unable to provide valuations, debt securities are valued at the average of the most recent reliable bid quotations or evaluated prices, as applicable, obtained from broker-dealers. These securities are generally categorized as Level 2.

Investments in open-end investment companies are valued at their net asset value each business day and are categorized as Level 1.

Futures contracts are generally valued at the settlement prices established each day on the exchange on which they are traded and are categorized as Level 1.

Forward currency contracts are valued at the prevailing forward exchange rate of the underlying currencies and are categorized as Level 2.

Swap contracts are valued daily based upon prices supplied by a Board approved pricing vendor, if available, and otherwise are valued at the price provided by the broker-dealer. Swap contracts are generally categorized as Level 2.

Securities and other assets for which market quotations are not readily available or for which the above valuation procedures are deemed not to reflect fair value are valued in a manner that is intended to reflect their fair value as determined in accordance with procedures approved by the Board and are generally categorized as Level 3. In accordance with the Fund’s valuation procedures, factors considered in determining value may include, but are not limited to, the type of the security; the size of the holding; the initial cost of the security; the existence of any contractual restrictions on the security’s disposition; the price and extent of public trading in similar securities of the issuer or of comparable companies; quotations or evaluated prices from broker-dealers and/or pricing services; information obtained from the issuer, analysts, and/or the appropriate stock exchange (for exchange-traded securities); an analysis of the company’s or issuer’s financial statements; an evaluation of the forces that influence the issuer and the market(s) in which

 

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the security is purchased and sold; and with respect to debt securities, the maturity, coupon, creditworthiness, currency denomination and the movement of the market in which the security is normally traded. The value determined under these procedures may differ from published values for the same securities.

Disclosure about the classification of fair value measurements is included in a table following the Fund’s Investment Portfolio.

Foreign Currency Translations. The books and records of the Fund are maintained in U.S. dollars. Investment securities and other assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the prevailing exchange rates at period end. Purchases and sales of investment securities, income and expenses are translated into U.S. dollars at the prevailing exchange rates on the respective dates of the transactions.

Net realized and unrealized gains and losses on foreign currency transactions represent net gains and losses between trade and settlement dates on securities transactions, the acquisition and disposition of foreign currencies, and the difference between the amount of net investment income accrued and the U.S. dollar amount actually received. The portion of both realized and unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed but is included with net realized and unrealized gain/appreciation and loss/depreciation on investments.

Securities Lending. Deutsche Bank AG, as lending agent, lends securities of the Fund to certain financial institutions under the terms of its securities lending agreement. During the term of the loans, the Fund continues to receive interest and dividends generated by the securities and to participate in any changes in their market value. The Fund requires the borrowers of the securities to maintain collateral with the Fund consisting of either cash or liquid, unencumbered assets having a value at least equal to the value of the securities loaned. When the collateral falls below specified amounts, the lending agent will use its best effort to obtain additional collateral on the next business day to meet required amounts under the securities lending agreement. During the six months ended June 30, 2018, the Fund invested the cash collateral into a joint trading account in affiliated money market funds, including DWS Government & Agency Securities Portfolio, managed by DWS Investment Management Americas, Inc. DWS Investment Management Americas, Inc. receives a management/administration fee (0.14% annualized effective rate as of June 30, 2018) on the cash collateral invested in DWS Government & Agency Securities Portfolio. The Fund receives compensation for lending its securities either in the form of fees or by earning interest on invested cash collateral net of borrower rebates and fees paid to a lending agent. Either the Fund or the borrower may terminate the loan at any time, and the borrower, after notice, is required to return borrowed securities within a standard time period. There may be risks of delay and costs in recovery of securities or even loss of rights in the collateral should the borrower of the securities fail financially. If the Fund is not able to recover securities lent, the Fund may sell the collateral and purchase a replacement investment in the market, incurring the risk that the value of the replacement security is greater than the value of the collateral. The Fund is also subject to all investment risks associated with the reinvestment of any cash collateral received, including, but not limited to, interest rate, credit and liquidity risk associated with such investments.

As of June 30, 2018, the Fund had no securities on loan.

Forward Commitments. The Fund may purchase or sell securities on a when-issued, delayed delivery or forward commitment basis with delivery or payment to occur at a later date beyond the normal settlement period. At the time the Fund enters into a commitment to purchase or sell a security, the transaction is recorded and the value of the transaction is reflected in the net asset value. The price of such security and the date when the security will be delivered and paid for are fixed at the time the transaction is negotiated. The Fund may sell the forward commitment security before the settlement date or enter into a new commitment to extend the delivery date into the future. The value of the security may vary with market fluctuations. At the time the Fund enters into a purchase transaction it is required to segregate cash or other liquid assets at least equal to the amount of the commitment. Additionally, the Fund or the counterparty may be required to post securities and/or cash collateral in accordance with the terms of the commitment.

Certain risks may arise upon entering into when-issued, delayed delivery or forward commitment transactions from the potential inability of counterparties to meet the terms of their contracts or if the issuer does not issue the securities due to political, economic or other factors. Such transactions may also have the effect of leverage on the Fund and may cause the Fund to be more volatile. Additionally, losses may arise due to changes in the value of the underlying securities.

Federal Income Taxes. The Fund’s policy is to comply with the requirements of the Internal Revenue Code, as amended, which are applicable to regulated investment companies and to distribute all of its taxable income to its shareholders.

 

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At December 31, 2017, the Fund had net tax basis capital loss carryforwards of approximately $29,000 of short-term losses, which may be applied against realized net taxable capital gains indefinitely.

At December 31, 2017, the aggregate cost of investments for federal income tax purposes was $53,267,143. The net unrealized appreciation for all investments based on tax cost was $299,145. This consisted of aggregate gross unrealized appreciation for all investments in which there was an excess of value over tax cost of $973,045 and aggregate gross unrealized depreciation for all investments in which there was an excess of tax cost over value of $673,900.

The Fund has reviewed the tax positions for the open tax years as of December 31, 2017 and has determined that no provision for income tax and/or uncertain tax positions is required in the Fund’s financial statements. The Fund’s federal tax returns for the prior three fiscal years remain open subject to examination by the Internal Revenue Service.

Distribution of Income and Gains. Distributions from net investment income of the Fund, if any, are declared and distributed to shareholders annually. Net realized gains from investment transactions, in excess of available capital loss carryforwards, would be taxable to the Fund if not distributed and, therefore, will be distributed to shareholders at least annually. The Fund may also make additional distributions for tax purposes if necessary.

The timing and characterization of certain income and capital gain distributions are determined annually in accordance with federal tax regulations which may differ from accounting principles generally accepted in the United States of America. These differences primarily relate to investments in futures contracts, investments in swap contracts, forward currency contracts and certain securities sold at a loss. As a result, net investment income (loss) and net realized gain (loss) on investment transactions for a reporting period may differ significantly from distributions during such period. Accordingly, the Fund may periodically make reclassifications among certain of its capital accounts without impacting the net asset value of the Fund.

The tax character of current year distributions will be determined at the end of the current fiscal year.

Expenses. Expenses of the Trust arising in connection with a specific fund are allocated to that fund. Other Trust expenses which cannot be directly attributed to a fund are apportioned among the funds in the Trust based upon the relative net assets or other appropriate measures.

Contingencies. In the normal course of business, the Fund may enter into contracts with service providers that contain general indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet been made. However, based on experience, the Fund expects the risk of loss to be remote.

Other. Investment transactions are accounted for on a trade date plus one basis for daily net asset value calculations. However, for financial reporting purposes, investment transactions are reported on trade date. Interest income is recorded on the accrual basis. Realized gains and losses from investment transactions are recorded on an identified cost basis. All discounts and premiums are accreted/amortized for both tax and financial reporting purposes for the Fund.

B. Derivative Instruments

Swaps. A swap is a contract between two parties to exchange future cash flows at periodic intervals based on the notional amount of the swap. A bilateral swap is a transaction between the Fund and a counterparty where cash flows are exchanged between the two parties. A centrally cleared swap is a transaction executed between the Fund and a counterparty, then cleared by a clearing member through a central clearinghouse. The central clearinghouse serves as the counterparty, with whom the Fund exchanges cash flows.

The value of a swap is adjusted daily, and the change in value, if any, is recorded as unrealized appreciation or depreciation in the Statement of Assets and Liabilities. Gains or losses are realized when the swap expires or is closed. Certain risks may arise when entering into swap transactions including counterparty default; liquidity; or unfavorable changes in interest rates or the value of the underlying reference security, commodity or index. In connection with bilateral swaps, securities and/or cash may be identified as collateral in accordance with the terms of the swap agreement to provide assets of value and recourse in the event of default. The maximum counterparty credit risk is the net present value of the cash flows to be received from or paid to the counterparty over the term of the swap, to the extent that this amount is beneficial to the Fund, in addition to any related collateral posted to the counterparty by the Fund. This risk may be partially reduced by a master netting arrangement between the Fund and the counterparty. Upon entering into a centrally cleared swap, the Fund is required to deposit with a financial intermediary cash or securities (“initial margin”) in an amount equal to a certain percentage of the notional amount of the swap. Subsequent payments (“variation margin”) are made or received by the Fund dependent upon the daily fluctuations in the

 

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value of the swap. In a cleared swap transaction, counterparty risk is minimized as the central clearinghouse acts as the counterparty.

An upfront payment, if any, made by the Fund is recorded as an asset in the Statement of Assets and Liabilities. An upfront payment, if any, received by the Fund is recorded as a liability in the Statement of Assets and Liabilities. Payments received or made at the end of the measurement period are recorded as realized gain or loss in the Statement of Operations.

Total Return Swap Contracts. Total return swaps involve commitments to pay interest in exchange for a market-linked return based on a notional amount. One counterparty pays out the total return of the reference security or index underlying the total return swap, and in return receives a fixed or variable rate. As a receiver, the Fund would receive payments based on any positive total return and would owe payments in the event of a negative total return. As the payer, the Fund would owe payments on any net positive total return, and would receive payments in the event of a negative total return. For the six months ended June 30, 2018, the Fund entered into total return swap transactions as a means of gaining exposure to a particular asset class without investing directly in such asset class.

A summary of the open total return swap contracts as of June 30, 2018 is included in a table following the Fund’s Investment Portfolio. For the six months ended June 30, 2018, the investment in total return swap contracts had a total notional amount generally indicative of a range from $373,000 to $402,000.

Interest Rate Swaps. Interest rate swaps are agreements in which the Fund agrees to pay to the counterparty a fixed rate payment in exchange for the counterparty agreeing to pay to the Fund a variable rate payment, or the Fund agrees to receive from the counterparty a fixed rate payment in exchange for the counterparty agreeing to receive from the Fund a variable rate payment. The payment obligations are based on the notional amount of the swap. For the six months ended June 30, 2018, the Fund entered into interest rate swap agreements to gain exposure to different parts of the yield curve while managing overall duration and for non-hedging purposes to seek to enhance potential gains.

A summary of the open interest rate swap contracts as of June 30, 2018 is included in a table following the Fund’s Investment Portfolio. For the six months ended June 30, 2018, the investment in interest rate swap contracts had a total USD equivalent notional amount generally indicative of a range from $2,700,000 to $12,898,000.

Futures Contracts. A futures contract is an agreement between a buyer or seller and an established futures exchange or its clearinghouse in which the buyer or seller agrees to take or make a delivery of a specific amount of a financial instrument at a specified price on a specific date (settlement date). For the six months ended June 30, 2018, the Fund entered into interest rate futures to gain exposure to different parts of the yield curve while managing overall duration and for non-hedging purposes to seek to enhance potential gains.

Upon entering into a futures contract, the Fund is required to deposit with a financial intermediary cash or securities (“initial margin”) in an amount equal to a certain percentage of the face value indicated in the futures contract. Subsequent payments (“variation margin”) are made or received by the Fund dependent upon the daily fluctuations in the value and are recorded for financial reporting purposes as unrealized gains or losses by the Fund. Gains or losses are realized when the contract expires or is closed. Since all futures contracts are exchange-traded, counterparty risk is minimized as the exchange’s clearinghouse acts as the counterparty, and guarantees the futures against default.

Certain risks may arise upon entering into futures contracts, including the risk that an illiquid market will limit the Fund’s ability to close out a futures contract prior to the settlement date and the risk that the futures contract is not well correlated with the security, index or currency to which it relates. Risk of loss may exceed amounts disclosed in the Statement of Assets and Liabilities.

A summary of the open futures contracts as of June 30, 2018, is included in a table following the Fund’s Investment Portfolio. For the six months ended June 30, 2018, the investment in futures contracts purchased had a total notional value generally indicative of a range from approximately $2,509,000 to $3,481,000 and the investment in futures contracts sold had a total notional value generally indicative of a range from approximately $949,000 to $3,993,000.

Forward Foreign Currency Contracts. A forward foreign currency contract (“forward currency contract”) is a commitment to purchase or sell a foreign currency at the settlement date at a negotiated rate. For the six months ended June 30, 2018, the Fund entered into forward currency contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign currency denominated portfolio holdings and for non-hedging purposes to seek to enhance potential gains.

Forward currency contracts are valued at the prevailing forward exchange rate of the underlying currencies and unrealized gain (loss) is recorded daily. On the settlement date of the forward currency contract, the Fund records a realized gain or loss equal to the difference between the value of the contract at the time it

 

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was opened and the value of the contract at the time it was closed. Certain risks may arise upon entering into forward currency contracts from the potential inability of counterparties to meet the terms of their contracts. The maximum counterparty credit risk to the Fund is measured by the unrealized gain on appreciated contracts. Additionally, when utilizing forward currency contracts to hedge, the Fund gives up the opportunity to profit from favorable exchange rate movements during the term of the contract.

A summary of the open forward currency contracts as of June 30, 2018 is included in a table following the Fund’s Investment Portfolio. For the six months ended June 30, 2018, the investment in forward currency contracts short vs. U.S. dollars had a total contract value generally indicative of a range from approximately $945,000 to $2,905,000 and the investment in forward currency contracts long vs. U.S. dollars had a total contract value generally indicative of a range from approximately $0 to $2,243,000.

The following tables summarize the value of the Fund’s derivative instruments held as of June 30, 2018 and the related location in the accompanying Statement of Assets and Liabilities, presented by primary underlying risk exposure:

 

Asset Derivatives   Forward
Contracts
    Swap
Contracts
    Futures
Contracts
    Total  
Interest Rate Contracts (a) (b)   $     $ 103,116     $ 15,586     $ 118,702  
Foreign Exchange Contracts (c)     72,044                   72,044  
    $ 72,044     $ 103,116     $ 15,586     $ 190,746  

Each of the above derivatives is located in the following Statement of Assets and Liabilities accounts:

 

(a) Includes cumulative appreciation of swap contracts and futures as disclosed in the Investment Portfolio. Unsettled variation margin is disclosed separately within the Statement of Assets and Liabilities.

 

(b) Unrealized appreciation on bilateral swap contracts

 

(c) Unrealized appreciation on forward foreign currency contracts

 

Liability Derivatives   Forward
Contracts
    Swap
Contracts
    Futures
Contracts
    Total  
Interest Rate Contracts (d)   $     $ (5,131   $ (9,525   $ (14,656
Foreign Exchange Contracts (e)     (37,167                 (37,167
    $ (37,167   $ (5,131   $ (9,525   $ (51,823

Each of the above derivatives is located in the following Statement of Assets and Liabilities accounts:

 

(d) Includes cumulative depreciation of swap contracts and futures as disclosed in the Investment Portfolio. Unsettled variation margin is disclosed separately within the Statement of Assets and Liabilities.

 

(e) Unrealized depreciation on forward foreign currency contracts

Additionally, the amount of unrealized and realized gains and losses on derivative instruments recognized in Fund earnings during the six months ended June 30, 2018 and the related location in the accompanying Statement of Operations is summarized in the following tables by primary underlying risk exposure:

 

Realized Gain (Loss)   Forward
Contracts
    Swap
Contracts
    Futures
Contracts
    Total  
Interest Rate Contracts (f)   $     $ 190,624     $ (29,071   $ 161,553  
Foreign Exchange Contracts (g)     25,026                   25,026  
    $ 25,026     $ 190,624     $ (29,071   $ 186,579  

Each of the above derivatives is located in the following Statement of Operations accounts:

 

(f) Net realized gain (loss) on swap contracts and futures, respectively

 

(g) Net realized gain (loss) from forward foreign currency contracts

 

Change in Net Unrealized
Appreciation (Depreciation)
  Forward
Contracts
    Swap
Contracts
    Futures
Contracts
    Total  
Interest Rate Contracts (h)   $     $ 55,202     $ (27,975   $ 27,227  
Foreign Exchange Contracts (i)     11,154                   11,154  
    $ 11,154     $ 55,202     $ (27,975   $ 38,381  

Each of the above derivatives is located in the following Statement of Operations accounts:

 

(h) Change in net unrealized appreciation (depreciation) from swap contracts and futures, respectively

 

(i) Change in net unrealized appreciation (depreciation) on forward foreign currency contracts

 

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As of June 30, 2018, the Fund has transactions subject to enforceable master netting agreements which govern the terms of certain transactions, and reduce the counterparty risk associated with such transactions. Master netting agreements allow a Fund to close out and net total exposure to a counterparty in the event of a deterioration in the credit quality or contractual default with respect to all of the transactions with a counterparty. As defined by the master netting agreement, the Fund may have collateral agreements with certain counterparties to mitigate risk. For financial reporting purposes the Statement of Assets and Liabilities generally shows derivatives assets and liabilities on a gross basis, which reflects the full risks and exposures prior to netting. A reconciliation of the gross amounts on the Statement of Assets and Liabilities to the net amounts by a counterparty, including any collateral exposure, is included in the following tables:

 

Counterparty   Gross Amounts
of Assets
Presented in the
Statement of
Assets and
Liabilities
    Financial
Instruments
and
Derivatives
Available
for Offset
   

Collateral

Received

    Net Amount of
Derivative
Assets
 
Canadian Imperial Bank of Commerce   $ 12,046     $ (591   $     $ 11,455  
Danske Bank AS     33,752       (17,856           15,896  
HSBC Holdings PLC     26,246                   26,246  
    $ 72,044     $ (18,447   $     $ 53,597  

 

Counterparty   Gross Amounts
of Liabilities
Presented in the
Statement of
Assets and
Liabilities
    Financial
Instruments
and
Derivatives
Available
for Offset
   

Collateral

Pledged

    Net Amount of
Derivative
Liabilities
 

Barclays Bank PLC

  $ 9,698     $     $     $ 9,698  

Canadian Imperial Bank of Commerce

    591       (591            
Danske Bank AS     17,856       (17,856            
Goldman Sachs & Co.     1,074                   1,074  

Toronto-Dominion Bank

    9,022                   9,022  
    $ 38,241     $ (18,447   $     $ 19,794  

C. Purchases and Sales of Securities

During the year ended June 30, 2018, purchases and sales of investment securities, excluding short-term investments, were as follows:

 

     Purchases     Sales  
Non-U.S. Treasury Obligations   $ 121,350,983     $ 124,415,822  
U.S. Treasury Obligations   $ 0     $ 1,457,089  

D. Related Parties

Management Agreement. Under the Investment Management Agreement with DWS Investment Management Americas, Inc. (formerly Deutsche Investment Management Americas Inc.) (“DIMA” or the “Advisor”), an indirect, wholly owned subsidiary of DWS Group GmbH & Co. KGaA (“DWS Group”), the Advisor directs the investments of the Fund in accordance with its investment objectives, policies and restrictions. The Advisor determines the securities, instruments and other contracts relating to investments to be purchased, sold or entered into by the Fund.

 

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Pursuant to the Investment Management Agreement with the Advisor, the Fund pays a monthly management fee based on the Fund’s average daily net assets, computed and accrued daily and payable monthly, at the following annual rates:

 

First $250 million     .450
Next $750 million     .430
Next $1.5 billion     .410
Next $2.5 billion     .400
Next $2.5 billion     .380
Next $2.5 billion     .360
Next $2.5 billion     .340
Over $12.5 billion     .320

Accordingly, for the six months ended June 30, 2018, the fee pursuant to the Investment Management Agreement was equivalent to an annualized rate (exclusive of any applicable waivers/reimbursements) of 0.45% of the Fund’s average daily net assets.

Effective January 1, 2018 through April 30, 2019, the Advisor has contractually agreed to waive all or a

portion of its fees and/or reimburse certain operating expenses of the Fund to the extent necessary to maintain the total annual operating expenses (excluding certain expenses such as extraordinary expenses, taxes, brokerage and interest) of each class as follows:

 

Class A     .56
Class B     .91

For the six months ended June 30, 2018, fees waived and/or expenses reimbursed for each class are as follows:

 

Class A   $ 73,291  
Class B     3,251  
    $ 76,542  

Administration Fee. Pursuant to an Administrative Services Agreement, DIMA provides most administrative services to the Fund. For all services provided under the Administrative Services Agreement, the Fund pays DIMA an annual fee (“Administration Fee”) of 0.10% of the Fund’s average daily net assets, computed and accrued daily and payable monthly. For the six months ended June 30, 2018, the Administration Fee was $20,276, of which $3,214 is unpaid.

Service Provider Fees. DWS Service Company (“DSC”), an affiliate of the Advisor, is the transfer agent, dividend-paying agent and shareholder service agent for the Fund. Pursuant to a sub-transfer agency agreement between DSC and DST Systems, Inc. (“DST”), DSC has delegated certain transfer agent, dividend-paying agent and shareholder service agent functions to DST. DSC compensates DST out of the shareholder servicing fee it receives from the Fund. For the six months ended June 30, 2018, the amounts charged to the Fund by DSC were as follows:

 

     Total
Aggregated
   

Unpaid at

June 30, 2018

 
Class A   $ 125     $ 41  
Class B     26       8  
    $ 151     $ 49  

Distribution Service Agreement. Under the Fund’s Class B 12b-1 plan, DWS Distributors, Inc. (“DDI”) received a fee (“Distribution Service Fee”) of 0.25% of average daily net assets of Class B shares. For the six months ended June 30, 2018, the Distribution Service Fee aggregated $2,159, of which $344 is unpaid.

Typesetting and Filing Service Fees. Under an agreement with DIMA, DIMA is compensated for providing certain pre-press and regulatory filing services to the Fund. For the six months ended June 30, 2018, the amount charged to the Fund by DIMA included in the Statement of Operations under “Reports to shareholders” aggregated $6,066, all which is unpaid.

Trustees’ Fees and Expenses. The Fund paid retainer fees to each Trustee not affiliated with the Advisor, plus specified amounts to the Board Chairperson and Vice Chairperson and to each committee Chairperson.

 

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Affiliated Cash Management Vehicles. The Fund may invest uninvested cash balances in DWS Central Cash Management Government Fund and DWS Variable NAV Money Fund, affiliated money market funds which are managed by the Advisor. Each affiliated money market fund is managed in accordance with Rule 2a-7 under the 1940 Act, which governs the quality, maturity, diversity and liquidity of instruments in which a money market fund may invest. DWS Central Cash Management Government Fund seeks to maintain a stable net asset value, and DWS Variable NAV Money Fund maintains a floating net asset value. The Fund indirectly bears its proportionate share of the expenses of each affiliated money market fund in which it invests. DWS Central Cash Management Government Fund does not pay the Advisor an investment management fee. To the extent that DWS Variable NAV Money Fund pays an investment management fee to the Advisor, the Advisor will waive an amount of the investment management fee payable to the Advisor by the Fund equal to the amount of the investment management fee payable on the Fund’s assets invested in DWS Variable NAV Money Fund.

Security Lending Fees. Deutsche Bank AG serves as securities lending agent for the Fund. For the year ended June 30, 2018, the Fund incurred securities lending agent fees to Deutsche Bank AG in the amount of $29.

E. Ownership of the Fund

At June 30, 2018, two participating insurance companies were owners of record of 10% or more of the total outstanding Class A shares of the Fund, each owning 49% and 35%. One participating insurance company was the owner of record of 10% or more of the total outstanding Class B shares of the Fund, owning 93%.

F. Line of Credit

The Fund and other affiliated funds (the “Participants”) share in a $400 million revolving credit facility provided by a syndication of banks. The Fund may borrow for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities. The Participants are charged an annual commitment fee which is allocated based on net assets, among each of the Participants. Interest is calculated at a rate per annum equal to the sum of the Federal Funds Rate plus 1.25 percent plus if the one-month LIBOR exceeds the Federal Funds Rate, the amount of such excess. The Fund may borrow up to a maximum of 33 percent of its net assets under the agreement. The fund had no outstanding loans at June 30, 2018.

G. Name Changes

In connection with adoption of the DWS brand, effective July 2, 2018, Deutsche Investment Management Americas Inc., the Advisor, was renamed to DWS Investment Management Americas, Inc. In addition, the “Deutsche Funds” became known as the “DWS Funds.” As a result, Deutsche Variable Series II was renamed Deutsche DWS Variable Series II and Deutsche Government & Agency Securities VIP was renamed DWS Government & Agency Securities VIP.

 

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Information About Your Fund’s Expenses   (Unaudited)

As an investor of the Fund, you incur two types of costs: ongoing expenses and transaction costs. Ongoing expenses include management fees, distribution and service (12b-1) fees and other Fund expenses. Examples of transaction costs include contract charges, which are not shown in this section. The following tables are intended to help you understand your ongoing expenses (in dollars) of investing in the Fund and to help you compare these expenses with the ongoing expenses of investing in other mutual funds. In the most recent six-month period, the Fund limited these expenses; had it not done so, expenses would have been higher. The example in the table is based on an investment of $1,000 invested at the beginning of the six-month period and held for the entire period (January 1, 2018 to June 30, 2018).

The tables illustrate your Fund’s expenses in two ways:

 

  Actual Fund Return. This helps you estimate the actual dollar amount of ongoing expenses (but not transaction costs) paid on a $1,000 investment in the Fund using the Fund’s actual return during the period. To estimate the expenses you paid over the period, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the “Expenses Paid per $1,000” line under the share class you hold.

 

  Hypothetical 5% Fund Return. This helps you to compare your Fund’s ongoing expenses (but not transaction costs) with those of other mutual funds using the Fund’s actual expense ratio and a hypothetical rate of return of 5% per year before expenses. Examples using a 5% hypothetical Fund return may be found in the shareholder reports of other mutual funds. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period.

Please note that the expenses shown in these tables are meant to highlight your ongoing expenses only and do not reflect any transaction costs. The “Expenses Paid per $1,000” line of the tables is useful in comparing ongoing expenses only and will not help you determine the relative total expense of owning different funds. If these transaction costs had been included, your costs would have been higher.

 

Expenses and Value of a $1,000 Investment for the six months ended June 30, 2018         
Actual Fund Return   Class A     Class B  
Beginning Account Value 1/1/18   $ 1,000.00     $ 1,000.00  
Ending Account Value 6/30/18   $ 992.60     $ 990.90  
Expenses Paid per $1,000*   $ 2.77     $ 4.49  
Hypothetical 5% Fund Return   Class A     Class B  
Beginning Account Value 1/1/18   $ 1,000.00     $ 1,000.00  
Ending Account Value 6/30/18   $ 1,022.02     $ 1,020.28  
Expenses Paid per $1,000*   $ 2.81     $ 4.56  

 

* Expenses are equal to the Fund’s annualized expense ratio for each share class, multiplied by the average account value over the period, multiplied by 181 (the number of days in the most recent six-month period), then divided by 365.

 

Annualized Expense Ratios   Class A     Class B  
Deutsche DWS Variable Series II — DWS Government & Agency Securities VIP     .56     .91

For more information, please refer to the Fund’s prospectus.

These tables do not reflect charges and fees (“contract charges”) associated with the separate account that invests in the Fund or any variable life insurance policy or variable annuity contract for which the Fund is an investment option.

For an analysis of the fees associated with an investment in the Fund or similar funds, please refer to the current and hypothetical expense calculators for Variable Insurance Products which can be found at dws.com/calculators.

 

Deutsche DWS Variable Series II —

DWS Government & Agency Securities VIP

  |   21


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Proxy Voting

The Trust’s policies and procedures for voting proxies for portfolio securities and information about how the Trust voted proxies related to its portfolio securities during the most recent 12-month period ended June 30 are available on our Web site — dws.com/en-us/resources/proxy-voting — or on the SEC’s Web site — sec.gov. To obtain a written copy of the Trust’s policies and procedures without charge, upon request, call us toll free at (800) 728-3337.

 

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Advisory Agreement Board Considerations and Fee Evaluation

The Board of Trustees (hereinafter referred to as the “Board” or “Trustees”) approved the renewal of Deutsche Government & Agency Securities VIP’s (now known as DWS Government & Agency Securities VIP) (the “Fund”) investment management agreement (the “Agreement”) with Deutsche Investment Management Americas Inc. (now known as DWS Investment Management Americas, Inc.) (“DIMA”) in September 2017.

In terms of the process that the Board followed prior to approving the Agreement, shareholders should know that:

 

 

During the entire process, all of the Fund’s Trustees were independent of DIMA and its affiliates (the “Independent Trustees”).

 

 

The Board met frequently during the past year to discuss fund matters and dedicated a substantial amount of time to contract review matters. Over the course of several months, the Board’s Contract Committee reviewed extensive materials received from DIMA, independent third parties and independent counsel. These materials included an analysis of the Fund’s performance, fees and expenses, and profitability from a fee consultant retained by the Fund’s Independent Trustees (the “Fee Consultant”). Based on its evaluation of the information provided, the Contract Committee presented its findings and recommendations to the Board. The Board then reviewed the Contract Committee’s findings and recommendations.

 

 

The Board also received extensive information throughout the year regarding performance of the Fund.

 

 

The Independent Trustees regularly met privately with counsel to discuss contract review and other matters. In addition, the Independent Trustees were advised by the Fee Consultant in the course of their review of the Fund’s contractual arrangements and considered a comprehensive report prepared by the Fee Consultant in connection with their deliberations.

 

 

In connection with reviewing the Agreement, the Board also reviewed the terms of the Fund’s Rule 12b-1 plan, distribution agreement, administrative services agreement, transfer agency agreement and other material service agreements.

In connection with the contract review process, the Contract Committee and the Board considered the factors discussed below, among others. The Board also considered that DIMA and its predecessors have managed the Fund since its inception, and the Board believes that a long-term relationship with a capable, conscientious advisor is in the best interests of the Fund. The Board considered, generally, that shareholders chose to invest or remain invested in the Fund knowing that DIMA managed the Fund, and that the Agreement was approved by the Fund’s shareholders. DIMA is part of Deutsche Bank AG’s (“Deutsche Bank”) Asset Management (“Deutsche AM”) division. Deutsche AM is a global asset management business that offers a wide range of investing expertise and resources, including research capabilities in many countries throughout the world.

As part of the contract review process, the Board carefully considered the fees and expenses of each Deutsche fund overseen by the Board in light of the fund’s performance. In many cases, this led to the negotiation and implementation of expense caps. As part of these negotiations, the Board indicated that it would consider relaxing these caps in future years following sustained improvements in performance, among other considerations.

While shareholders may focus primarily on fund performance and fees, the Fund’s Board considers these and many other factors, including the quality and integrity of DIMA’s personnel and administrative support services provided by DIMA, such as back-office operations, fund valuations, and compliance policies and procedures.

Nature, Quality and Extent of Services. The Board considered the terms of the Agreement, including the scope of advisory services provided under the Agreement. The Board noted that, under the Agreement, DIMA provides portfolio management services to the Fund and that, pursuant to a separate administrative services agreement, DIMA provides administrative services to the Fund. The Board considered the experience and skills of senior management and investment personnel and the resources made available to such personnel. The Board reviewed the Fund’s performance over short-term and long-term periods and compared those returns to various agreed-upon performance measures, including market index(es) and a peer universe compiled using information supplied by Morningstar Direct (“Morningstar”), an independent fund data service. The Board also noted that it has put into place a process of identifying “Funds in Review” (e.g., funds performing poorly relative to a peer universe), and receives additional reporting from DIMA regarding such funds and, where appropriate, DIMA’s plans to address underperformance. The Board

 

Deutsche DWS Variable Series II —

DWS Government & Agency Securities VIP

  |   23


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believes this process is an effective manner of identifying and addressing underperforming funds. Based on the information provided, the Board noted that, for the one-, three- and five-year periods ended December 31, 2016, the Fund’s performance (Class A shares) was in the 3rd quartile of the applicable Morningstar universe (the 1st quartile being the best performers and the 4th quartile being the worst performers). The Board also observed that the Fund has underperformed its benchmark in the one-, three- and five-year periods ended December 31, 2016.

Fees and Expenses. The Board considered the Fund’s investment management fee schedule, operating expenses and total expense ratios, and comparative information provided by Broadridge Financial Solutions, Inc. (“Broadridge”) and the Fee Consultant regarding investment management fee rates paid to other investment advisors by similar funds (1st quartile being the most favorable and 4th quartile being the least favorable). With respect to management fees paid to other investment advisors by similar funds, the Board noted that the contractual fee rates paid by the Fund, which include a 0.10% fee paid to DIMA under the Fund’s administrative services agreement, were higher than the median (4th quartile) of the applicable Broadridge peer group (based on Broadridge data provided as of December 31, 2016). The Board noted that the Fund’s Class A shares total (net) operating expenses were expected to be higher than the median (3rd quartile) of the applicable Broadridge expense universe (based on Broadridge data provided as of December 31, 2016, and analyzing Broadridge expense universe Class A (net) expenses less any applicable 12b-1 fees) (“Broadridge Universe Expenses”). The Board also reviewed data comparing each share class’s total (net) operating expenses to the applicable Broadridge Universe Expenses. The Board noted that the expense limitations agreed to by DIMA were expected to help the Fund’s total (net) operating expenses remain competitive. The Board considered the Fund’s management fee rate as compared to fees charged by DIMA to a comparable Deutsche U.S. registered fund (“Deutsche Funds”) and considered differences between the Fund and the comparable Deutsche Fund. The information requested by the Board as part of its review of fees and expenses also included information about institutional accounts (including any sub-advised funds and accounts) and funds offered primarily to European investors (“Deutsche Europe funds”) managed by Deutsche AM. The Board noted that DIMA indicated that Deutsche AM does not manage any institutional accounts or Deutsche Europe funds comparable to the Fund.

On the basis of the information provided, the Board concluded that management fees were reasonable and appropriate in light of the nature, quality and extent of services provided by DIMA.

Profitability. The Board reviewed detailed information regarding revenues received by DIMA under the Agreement. The Board considered the estimated costs to DIMA, and pre-tax profits realized by DIMA, from advising the Deutsche Funds, as well as estimates of the pre-tax profits attributable to managing the Fund in particular. The Board also received information regarding the estimated enterprise-wide profitability of DIMA and its affiliates with respect to all fund services in totality and by fund. The Board and the Fee Consultant reviewed DIMA’s methodology in allocating its costs to the management of the Fund. Based on the information provided, the Board concluded that the pre-tax profits realized by DIMA in connection with the management of the Fund were not unreasonable. The Board also reviewed certain publicly available information regarding the profitability of certain similar investment management firms. The Board noted that, while information regarding the profitability of such firms is limited (and in some cases is not necessarily prepared on a comparable basis), DIMA and its affiliates’ overall profitability with respect to the Deutsche Funds (after taking into account distribution and other services provided to the funds by DIMA and its affiliates) was lower than the overall profitability levels of most comparable firms for which such data was available.

Economies of Scale. The Board considered whether there are economies of scale with respect to the management of the Fund and whether the Fund benefits from any economies of scale. The Board noted that the Fund’s investment management fee schedule includes fee breakpoints. The Board concluded that the Fund’s fee schedule represents an appropriate sharing between the Fund and DIMA of such economies of scale as may exist in the management of the Fund at current asset levels.

Other Benefits to DIMA and Its Affiliates. The Board also considered the character and amount of other incidental benefits received by DIMA and its affiliates, including any fees received by DIMA for administrative services provided to the Fund, any fees received by an affiliate of DIMA for transfer agency services provided to the Fund and any fees received by an affiliate of DIMA for distribution services. The Board also considered benefits to DIMA related to brokerage and soft-dollar allocations, including allocating brokerage to pay for research generated by parties other than the executing broker dealers, which pertain primarily to funds investing in equity securities. In addition, the Board considered the incidental public relations benefits to DIMA related to Deutsche Funds advertising and cross-selling opportunities among DIMA products and

 

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DWS Government & Agency Securities VIP


Table of Contents

services. The Board considered these benefits in reaching its conclusion that the Fund’s management fees were reasonable.

Compliance. The Board considered the significant attention and resources dedicated by DIMA to documenting and enhancing its compliance processes in recent years. The Board noted in particular (i) the experience, seniority and time commitment of the individuals serving as DIMA’s and the Fund’s chief compliance officers; (ii) the large number of DIMA compliance personnel; and (iii) the substantial commitment of resources by DIMA and its affiliates to compliance matters.

Based on all of the information considered and the conclusions reached, the Board unanimously determined that the continuation of the Agreement is in the best interests of the Fund. In making this determination, the Board did not give particular weight to any single factor identified above. The Board considered these factors over the course of numerous meetings, certain of which were in executive session with only the Independent Trustees and counsel present. It is possible that individual Independent Trustees may have weighed these factors differently in reaching their individual decisions to approve the continuation of the Agreement.

 

Deutsche DWS Variable Series II —

DWS Government & Agency Securities VIP

  |   25


Table of Contents
LOGO  

VS2GAS-3 (R-028384-7 8/18)

 


June 30, 2018

Semiannual Report

Deutsche DWS Variable Series II

(formerly Deutsche Variable Series II)

 

 

DWS Government Money Market VIP

(formerly Deutsche Government Money Market VIP)

LOGO


Contents

 

  3      Performance Summary
  4      Portfolio Summary
  4      Portfolio Management Team
  5      Investment Portfolio
  7      Statement of Assets and Liabilities
  7      Statement of Operations
  8      Statements of Changes in Net Assets
  9      Financial Highlights
  10      Notes to Financial Statements
  13      Information About Your Fund’s Expenses
  14     

Proxy Voting

  15      Advisory Agreement Board Considerations and Fee Evaluation

This report must be preceded or accompanied by a prospectus. To obtain an additional prospectus or summary prospectus, if available, call (800) 728-3337 or your financial representative. We advise you to consider the Fund’s objectives, risks, charges and expenses carefully before investing. The summary prospectus and prospectus contain this and other important information about the Fund. Please read the prospectus carefully before you invest.

You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund’s sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time. You should not rely on or expect the Advisor to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. The actions of a few large investors in the Fund may have a significant adverse effect on the share price of the Fund. Please read the prospectus for specific details regarding the Fund’s risk profile.

The brand DWS represents DWS Group GmbH & Co. KGaA and any of its subsidiaries such as DWS Distributors, Inc. which offers investment products or DWS Investment Management Americas, Inc. and RREEF America L.L.C. which offer advisory services.

DWS Distributors, Inc., 222 South Riverside Plaza, Chicago, IL 60606, (800) 621-1148

NOT FDIC/NCUA INSURED     NO BANK GUARANTEE     MAY LOSE VALUE     NOT A DEPOSIT

NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY

 

  2     |  

Deutsche DWS Variable Series II —

DWS Government Money Market VIP


Performance Summary   June 30, 2018 (Unaudited)

All performance shown is historical, assumes reinvestment of all dividend and capital gain distributions and does not guarantee future results. Investment return and principal value fluctuate with changing market conditions so that, when redeemed, shares may be worth more or less than their original cost. Current performance may be lower or higher than the performance data quoted. Please contact your participating insurance company for the Fund’s most recent month-end performance. Performance does not reflect charges and fees (“contract charges”) associated with the separate account that invests in the Fund or any variable life insurance policy or variable annuity contract for which the Fund is an investment option. These charges and fees will reduce returns. The yield quotation more closely reflects the current earnings of the Fund than the total return quotation.

You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund’s sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time.

 

     7-Day Current Yield
June 30, 2018   1.44%*
December 31, 2017   .83%  

 

*

The investment advisor has agreed to waive fees/reimburse expenses. Without such fee waivers/expense reimbursements, the 7-day current yield would have been lower.

Yields are historical, will fluctuate and do not guarantee future performance. The 7-day current yield refers to the income paid by the Fund over a 7-day period expressed as an annual percentage rate of the Fund’s shares outstanding.

 

Deutsche DWS Variable Series II —

DWS Government Money Market VIP

  |   3


Portfolio Summary   June 30, 2018 (Unaudited)

 

Asset Allocation (As a % of Investment Portfolio)    6/30/18      12/31/17  
Government & Agency Obligations      75%        76%  
Repurchase Agreement      25%        24%  
       100%        100%  
Weighted Average Maturity    6/30/18      12/31/17  
Deutsche DWS Variable Series II — DWS Government Money Market VIP      27 days        26 days  
Government & Agency Retail Money Fund Average*      27 days        30 days  

 

* The Fund is compared to its respective iMoneyNet Category: Government & Agency Retail Money Fund Average — Category includes the most broadly based of the government retail funds. These funds may invest in U.S. Treasury securities, securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities.

Weighted average maturity, also known as effective maturity, is the weighted average of the maturity date of bonds held by the Fund taking into consideration any available maturity shortening features.

Portfolio holdings and characteristics are subject to change.

For more complete details about the Fund’s investment portfolio, see page 5.

Following the Fund’s fiscal first and third quarter-end, a complete portfolio holdings listing is filed with the SEC on Form N-Q. In addition, each month, information about the Fund and its portfolio holdings is filed with the SEC on Form N-MFP. The SEC delays the public availability of the information filed on Form N-MFP for 60 days after the end of the reporting period included in the filing. These forms will be available on the SEC’s Web site at sec.gov, and they may also be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the SEC’s Public Reference Room may be obtained by calling (800) SEC-0330. The Fund’s portfolio holdings are also posted on dws.com from time to time. Please see the Fund’s current prospectus for more information.

Portfolio Management Team

A group of investment professionals is responsible for the day-to-day management of the Fund. These investment professionals have a broad range of experience managing money market funds.

 

  4     |  

Deutsche DWS Variable Series II —

DWS Government Money Market VIP


Investment Portfolio   June 30, 2018 (Unaudited)

 

    Principal
Amount ($)
    Value ($)  
Government & Agency Obligations 80.1%  
U.S. Government Sponsored Agencies 52.3%  

Federal Farm Credit Bank:

 

1-month LIBOR minus 0.165%, 1.836%*, 11/2/2018

    500,000       499,995  

1-month LIBOR minus 0.165%, 1.881%*, 10/9/2018

    250,000       249,996  

1-month LIBOR minus 0.135%, 1.911%*, 4/11/2019

    500,000       500,000  

1-month LIBOR minus 0.110%, 1.936%*, 3/12/2019

    750,000       749,972  

1-month LIBOR minus 0.145%, 1.949%*, 3/29/2019

    1,000,000       1,000,000  

1-month LIBOR minus 0.145%, 1.953%*, 2/26/2019

    750,000       749,980  

1-month LIBOR minus 0.130%, 1.964%*, 4/29/2019

    3,500,000       3,500,000  

1-month LIBOR minus 0.115%, 1.976%*, 7/23/2018

    1,500,000       1,499,996  

1-month LIBOR minus 0.095%, 1.996%*, 7/25/2019

    1,000,000       999,986  

1-month LIBOR minus 0.065%, 2.019%*, 7/20/2018

    1,200,000       1,200,000  

1-month LIBOR plus 0.040%, 2.086%*, 1/10/2019

    500,000       500,187  

3-month LIBOR minus 0.180%, 2.178%*, 11/1/2019

    500,000       500,000  

3-month Treasury Money Market Yield plus 0.280%, 2.189%*, 11/13/2018

    1,500,000       1,500,000  

Federal Home Loan Bank:

 

1.825%**, 7/3/2018

    750,000       749,925  

1-month LIBOR minus 0.160%, 1.841%*, 8/3/2018

    1,000,000       1,000,000  

1-month LIBOR minus 0.155%, 1.85%*, 7/5/2018

    1,500,000       1,500,000  

1.87%**, 8/24/2018

    500,000       498,617  

1.88%**, 7/13/2018

    3,500,000       3,497,837  

1.881%**, 7/23/2018

    1,750,000       1,748,016  

1-month LIBOR minus 0.080%, 1.921%*, 2/4/2019

    800,000       800,000  

1-month LIBOR minus 0.160%, 1.925%*, 7/19/2018

    1,500,000       1,500,000  

1-month LIBOR minus 0.130%, 1.927%*, 3/22/2019

    1,000,000       1,000,000  

1-month LIBOR minus 0.145%, 1.928%*, 8/15/2018

    600,000       600,000  

1-month LIBOR minus 0.150%, 1.935%*, 7/16/2018

    2,000,000       2,000,000  

1-month LIBOR minus 0.110%, 1.936%*, 10/11/2018

    3,500,000       3,500,378  

1-month LIBOR minus 0.135%, 1.95%*, 11/16/2018

    1,000,000       1,000,000  

1.951%**, 8/22/2018

    2,500,000       2,493,052  

1.957%**, 9/7/2018

    2,750,000       2,739,975  

1-month LIBOR minus 0.125%, 1.959%*, 8/20/2018

    2,000,000       2,000,000  

1.962%**, 10/9/2018

    3,500,000       3,481,188  

1-month LIBOR minus 0.125%, 1.963%*, 6/21/2019

    1,000,000       1,000,000  

1-month LIBOR minus 0.110%, 1.974%*, 2/22/2019

    1,500,000       1,500,000  
    Principal
Amount ($)
    Value ($)  

3-month LIBOR minus 0.330%, 2.005%*, 12/21/2018

    750,000       750,000  

3-month LIBOR minus 0.250%, 2.058%*, 8/3/2018

    500,000       500,000  

3-month LIBOR minus 0.250%, 2.109%*, 7/30/2018

    500,000       500,000  

Federal Home Loan Mortgage Corp.:

 

1.774%**, 7/18/2018

    1,000,000       999,174  

1.779%**, 7/16/2018

    1,000,000       999,269  

1.784%**, 8/9/2018

    1,200,000       1,197,712  

1.916%**, 8/20/2018

    1,000,000       997,375  

3-month LIBOR minus 0.280%, 2.073%*, 8/10/2018

    500,000       500,000  

3-month LIBOR minus 0.250%, 2.088%*, 10/10/2018

    1,000,000       1,000,000  
   

 

 

 
      53,502,630  
U.S. Treasury Obligations 27.8%  

U.S. Treasury Bills:

 

1.832%**, 8/23/2018

    2,000,000       1,994,680  

1.855%**, 7/26/2018

    2,500,000       2,496,823  

1.872%**, 9/20/2018

    750,000       746,923  

1.906%**, 9/27/2018

    2,000,000       1,990,730  

1.916%**, 9/20/2018

    1,500,000       1,493,700  

1.921%**, 9/27/2018

    1,500,000       1,493,131  

1.977%**, 9/20/2018

    2,000,000       1,991,108  

2.009%**, 10/18/2018

    1,500,000       1,491,003  

2.059%**, 11/23/2018

    1,500,000       1,487,732  

U.S. Treasury Floating Rate Notes:

 

3-month Treasury Money Market Yield plus 0.070%, 1.979%*, 4/30/2019

    1,000,000       1,000,156  

3-month Treasury Money Market Yield plus 0.140%, 2.049%*, 1/31/2019

    1,000,000       1,001,207  

3-month Treasury Money Market Yield plus 0.170%, 2.079%*, 10/31/2018

    7,550,000       7,556,290  

3-month Treasury Money Market Yield plus 0.174%, 2.083%*, 7/31/2018

    3,750,000       3,750,800  
   

 

 

 
              28,494,283  

Total Government & Agency Obligations
(Cost $81,996,913)

 

    81,996,913  
Repurchase Agreement 26.9%  

Wells Fargo Bank, 2.12%, dated 6/29/2018, to be repurchased
at $27,555,867 on 7/2/2018 (a) (Cost $27,551,000)

    27,551,000       27,551,000  
    % of Net
Assets
    Value ($)  

Total Investment Portfolio
(Cost $109,547,913)

    107.0       109,547,913  
Other Assets and Liabilities, Net     (7.0     (7,195,702
Net Assets     100.0       102,352,211  
 

 

The accompanying notes are an integral part of the financial statements.

 

Deutsche DWS Variable Series II —

DWS Government Money Market VIP

  |   5


*

Floating rate security. These securities are shown at their current rate as of June 30, 2018.

 

**

Annualized yield at time of purchase; not a coupon rate.

 

(a)

Collateralized by:

 

Principal
Amount ($)
    Security    Rate (%)   Maturity
Date
    Collateral
Value ($)
 
  8,762,935     FREMF Mortgage Trust    0.1–3.703     11/25/2023–1/25/2046       81,533  
  29,241     Federal Agricultural Mortgage Corp    2.835     11/30/2021       29,402  
  80,449     Federal Home Loan Bank    1.2–2.75     12/20/2018–6/10/2022       78,582  
  6,392,975     Federal Home Loan Mortgage Corp.    2–6.5     11/1/2025–7/1/2048       6,406,211  
  19,048,225     Federal National Mortgage Association    1.15–6.625     7/11/2018–8/1/2056       19,424,610  
  18     Federal National Mortgage Association STRIPS    0     1/15/2028       13  
  4,563,575     Federal National Mortgage Association- Interest Only    3–8     3/15/2029–8/25/2047       754,064  
  3,613,415     Freddie Mac Multifamily Structured Pass-Through Certificates    0.815–2.896     3/25/2019–12/25/2041       212,765  
  842,719     Government National Mortgage Association    2.5–10     2/20/2019–5/20/2048       826,308  
  340,420     Tennessee Valley Authority    0–2.875     10/15/2018–9/15/2025       288,532  
  Total Collateral Value             28,102,020  

LIBOR: London Interbank Offered Rate

STRIPS: Separate Trading of Registered Interest and Principal Securities

Fair Value Measurements

Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in three broad levels. Level 1 includes quoted prices in active markets for identical securities. Level 2 includes other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds and credit risk). Level 3 includes significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments). The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities. Securities held by the Fund are reflected as Level 2 because the securities are valued at amortized cost (which approximates fair value) and, accordingly, the inputs used to determine value are not quoted prices in an active market.

The following is a summary of the inputs used as of June 30, 2018 in valuing the Fund’s investments. For information on the Fund’s policy regarding the valuation of investments, please refer to the Security Valuation section of Note A in the accompanying Notes to Financial Statements.

 

Assets   Level 1     Level 2     Level 3      Total  
Investments in Securities (b)   $                 —     $ 81,996,913     $                 —      $ 81,996,913  
Repurchase Agreement           27,551,000              27,551,000  
Total   $     $     109,547,913     $      $     109,547,913  

There have been no transfers between fair value measurement levels during the period ended June 30, 2018.

 

(b)

See Investment Portfolio for additional detailed categorizations.

 

The accompanying notes are an integral part of the financial statements.

 

  6     |  

Deutsche DWS Variable Series II —

DWS Government Money Market VIP


Statement of Assets and Liabilities

 

As of June 30, 2018 (Unaudited)  
Assets  
Investments in securities, valued at amortized cost   $ 81,996,913  
Repurchased agreement, valued at amortized cost     27,551,000  
Cash     7,504  
Receivable for Fund shares sold     61,659  
Interest receivable     87,642  
Other assets     853  
Total assets     109,705,571  
Liabilities        
Payable for Fund shares redeemed     7,180,717  
Distributions payable     53,768  
Accrued management fee     21,027  
Accrued Trustees’ fees     1,042  
Other accrued expenses and payables     96,806  
Total liabilities     7,353,360  
Net assets, at value   $ 102,352,211  
Net Assets Consist of        
Undistributed net investment income     14,915  
Accumulated net realized gain (loss)     53  
Paid-in capital     102,337,243  
Net assets, at value   $ 102,352,211  

Class A

 

Net Asset Value

 
Net asset value, offering and redemption price per share ($102,352,211 ÷ 102,420,959 outstanding shares of beneficial interest, no par value, unlimited number of shares authorized)   $ 1.00  

Statement of Operations

 

For the six months ended June 30, 2018 (Unaudited)  
Investment Income        
Income:  
Interest   $ 889,086  
Expenses:  
Management fee     127,457  
Administration fee     54,237  
Services to Shareholders     1,327  
Custodian fee     5,455  
Professional fees     27,615  
Reports to shareholders     46,218  
Trustees’ fees and expenses     3,835  
Other     4,972  
Total expenses before expense reductions     271,116  
Expense reductions     (111
Total expenses after expense reductions     271,005  
Net investment income     618,081  
Net increase (decrease) in net assets resulting from operations   $ 618,081  
 

 

The accompanying notes are an integral part of the financial statements.

 

Deutsche DWS Variable Series II —

DWS Government Money Market VIP

  |   7


Statements of Changes in Net Assets

 

Increase (Decrease) in Net Assets  

Six Months

Ended

June 30, 2018

(Unaudited)

   

Year Ended

December 31,

2017

 
Operations:    
Net investment income (loss)   $ 618,081     $ 547,826  
Net realized gain (loss)           53  
Net increase (decrease) in net assets resulting from operations     618,081       547,879  
Distributions to shareholders from:    
Net investment income    

Class A

    (618,078     (547,829
Fund share transactions:    

Class A

   
Proceeds from shares sold     71,208,629       111,220,770  
Reinvestment of distributions     599,377       514,778  
Cost of shares redeemed     (80,675,760     (122,921,320
Net increase (decrease) in net assets from Class A share transactions     (8,867,754     (11,185,772
Increase (decrease) in net assets     (8,867,751     (11,185,722
Net assets at beginning of period     111,219,962       122,405,684  
Net assets at end of period (including undistributed net investment income of $14,915 and $14,912, respectively)   $ 102,352,211     $ 111,219,962  
Other Information                

Class A

   
Shares outstanding at beginning of period     111,288,713       122,474,485  
Shares sold     71,208,629       111,220,770  
Shares issued to shareholders in reinvestment of distributions     599,377       514,778  
Shares redeemed     (80,675,760     (122,921,320
Net increase (decrease) in Class A shares     (8,867,754     (11,185,772
Shares outstanding at end of period     102,420,959       111,288,713  

 

The accompanying notes are an integral part of the financial statements.

 

  8     |  

Deutsche DWS Variable Series II —

DWS Government Money Market VIP


Financial Highlights

 

    Six Months
Ended 6/30/18
    Years Ended December 31,  
Class A   (Unaudited)     2017     2016     2015     2014     2013  
Selected Per Share Data                                                
Net asset value, beginning of period   $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00  
Income from investment operations:            

Net investment income

    .006       .005       .001 b       .000 ***      .000 ***      .000 *** 

Net realized gain (loss)

          .000 ***      .000 ***      (.000 )***      .000 ***      .000 *** 

Total from investment operations

    .006       .005       .001       .000 ***      .000 ***      .000 *** 
Less distributions from:            

Net investment income

    (.006     (.005 )      (.001     (.000 )***      (.000 )***      (.000 )*** 
Net asset value, end of period   $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00  
Total Return (%)     .56 a**      .45       .05 a,b       .01 a       .01 a       .01 a  
Ratios to Average Net Assets and Supplemental Data                                                
Net assets, end of period ($ millions)     102       111       122       134       177       174  
Ratio of expenses before expense reductions (%)c     .50 *      .48       .51       .49       .49       .49  
Ratio of expenses after expense reductions (%)c     .50 *      .48       .44       .25       .18       .20  
Ratio of net investment income (%)     1.14 *      .45       .05 b       .01       .01       .01  

 

a  Total return would have been lower had certain expenses not been reduced.

 

b  Includes a non-recurring payment for overbilling of prior years’ custodian out-of-pocket fees. Excluding this payment, net investment income per share, total return, and ratio of net investment income to average net assets would have been reduced by $0.0004, 0.04%, and 0.04%, respectively.

 

c  Expense ratio does not reflect charges and fees associated with the separate account that invests in the Fund or any variable life insurance policy or variable annuity contract for which the Fund is an investment option.

 

*  Annualized

 

**  Not annualized

 

***  Amount is less than $.0005.

 

The accompanying notes are an integral part of the financial statements.

 

Deutsche DWS Variable Series II —

DWS Government Money Market VIP

  |   9


Notes to Financial Statements   (Unaudited)

A. Organization and Significant Accounting Policies

DWS Government Money Market VIP (formerly Deutsche Government Money Market VIP) (the “Fund”) is a diversified series of Deutsche DWS Variable Series II (formerly Deutsche Variable Series II) (the “Trust”), which is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company organized as a Massachusetts business trust.

The Fund’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) which require the use of management estimates. Actual results could differ from those estimates. The Fund qualifies as an investment company under Topic 946 of Accounting Standards Codification of U.S. GAAP. The policies described below are followed consistently by the Fund in the preparation of its financial statements.

Security Valuation. Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in three broad levels. Level 1 includes quoted prices in active markets for identical securities. Level 2 includes other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds and credit risk). Level 3 includes significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments). The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities.

The Fund values all securities utilizing the amortized cost method permitted in accordance with Rule 2a-7 under the 1940 Act and certain conditions therein. Under this method, which does not take into account unrealized capital gains or losses on securities, an instrument is initially valued at its cost and thereafter assumes a constant accretion/amortization rate to maturity of any discount or premium. Securities held by the Fund are reflected as Level 2 because the securities are valued at amortized cost (which approximates fair value) and, accordingly, the inputs used to determine value are not quoted prices in an active market.

Disclosure about the classification of fair value measurements is included in a table following the Fund’s Investment Portfolio.

Repurchase Agreements. The Fund may enter into repurchase agreements, under the terms of a Master Repurchase Agreement, with certain banks and broker/dealers whereby the Fund, through its custodian or a sub-custodian bank, receives delivery of the underlying securities, the amount of which at the time of purchase and each subsequent business day is required to be maintained at such a level that the value is equal to at least the principal amount of the repurchase price plus accrued interest. The custodian bank or another designated sub-custodian holds the collateral in a separate account until the agreement matures. If the value of the securities falls below the principal amount of the repurchase agreement plus accrued interest, the financial institution deposits additional collateral by the following business day. If the financial institution either fails to deposit the required additional collateral or fails to repurchase the securities as agreed, the Fund has the right to sell the securities and recover any resulting loss from the financial institution. If the financial institution enters into bankruptcy, the Fund’s claim on the collateral may be subject to legal proceedings.

As of June 30, 2018 the Fund held repurchase agreements with a gross value of $27,551,000. The value of the related collateral exceeded the value of the repurchase agreements at period end. The detail of the related collateral is included in the footnotes following the Fund’s Investment Portfolio.

Federal Income Taxes. The Fund’s policy is to comply with the requirements of the Internal Revenue Code, as amended, which are applicable to regulated investment companies and to distribute all of its taxable income to its shareholders.

From November 1, 2017 through December 31, 2017, the Fund elects to defer qualified late year losses of $53 of net short-term realized capital losses and treat them as arising in the fiscal year ending December 31, 2018.

At December 31, 2017, the aggregate cost of investments for federal income tax purposes was $111,207,273.

The Fund has reviewed the tax positions for the open tax years as of December 31, 2017 and has determined that no provision for income tax and/or uncertain tax positions is required in the Fund’s financial statements. The Fund’s federal tax returns for the prior three fiscal years remain open subject to examination by the Internal Revenue Service.

 

  10     |  

Deutsche DWS Variable Series II —

DWS Government Money Market VIP


Distribution of Income and Gains. Net investment income of the Fund is declared as a daily dividend and is distributed to shareholders monthly. The Fund may take into account capital gains and losses in its daily dividend declarations. The Fund may also make additional distributions for tax purposes if necessary.

Permanent book and tax differences relating to shareholder distributions will result in reclassifications to paid-in capital. Temporary book and tax differences will reverse in a subsequent period. There were no significant book to tax differences for the Fund.

The tax character of current year distributions will be determined at the end of the current fiscal year.

Expenses. Expenses of the Trust arising in connection with a specific fund are allocated to that fund. Other Trust expenses which cannot be directly attributed to a fund are apportioned among the funds in the Trust based upon the relative net assets or other appropriate measures.

Contingencies. In the normal course of business, the Fund may enter into contracts with service providers that contain general indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet been made. However, based on experience, the Fund expects the risk of loss to be remote.

Other. Investment transactions are accounted for on a trade date. Interest income is recorded on the accrual basis. Realized gains and losses from investment transactions are recorded on an identified cost basis. All discounts and premiums are accreted/amortized for both tax and financial reporting purposes.

B. Related Parties

Management Agreement. Under the Investment Management Agreement with DWS Investment Management Americas, Inc. (formerly Deutsche Investment Management Americas, Inc.) (“DIMA” or the “Advisor”), an indirect, wholly owned subsidiary of DWS Group GmbH & Co. KGaA (“DWS Group”), the Advisor directs the investments of the Fund in accordance with its investment objectives, policies and restrictions. The Advisor determines the securities, instruments and other contracts relating to investments to be purchased, sold or entered into by the Fund.

Pursuant to the Investment Management Agreement with the Advisor, the Fund pays the Advisor a monthly management fee based on its average daily net assets, computed and accrued daily and payable monthly, at the following annual rates:

 

First $500 million     .235
Next $500 million     .220
Next $1.0 billion     .205
Over $2.0 billion     .190

Accordingly, for the six months ended June 30, 2018, the fee pursuant to the Investment Management Agreement was equivalent to an annualized rate (exclusive of any applicable waivers/reimbursements) of 0.235% of the Fund’s average daily net assets.

For the period from January 1, 2017 through September 30, 2018, the Advisor has contractually agreed to waive its fee and/or reimburse certain operating expenses to the extent necessary to maintain the total annual operating expenses (excluding certain expenses such as extraordinary expenses, taxes, brokerage and interest expense) at 0.51%.

For the six months ended June 30, 2018, fees waived and/or expenses reimbursed amounted to $111.

Administration Fee. Pursuant to an Administrative Services Agreement, DIMA provides most administrative services to the Fund. For all services provided under the Administrative Services Agreement, the Fund pays DIMA an annual fee (“Administration Fee”) of 0.10% of the Fund’s average daily net assets, computed and accrued daily and payable monthly. For the six months ended June 30, 2018 the Administration Fee was $54,237, of which $8,948 is unpaid.

Service Provider Fees. DWS Service Company (“DSC”), an affiliate of the Advisor, is the transfer agent, dividend-paying agent and shareholder service agent for the Fund. Pursuant to a sub-transfer agency agreement between DSC and DST Systems, Inc. (“DST”), DSC has delegated certain transfer agent, dividend-paying agent and shareholder service agent functions to DST. DSC compensates DST out of the shareholder servicing fee it receives from the Fund. For the six months ended June 30, 2018, the amounts charged to the Fund by DSC aggregated $1,148, of which $588 is unpaid.

 

Deutsche DWS Variable Series II —

DWS Government Money Market VIP

  |   11


Typesetting and Filing Service Fees. Under an agreement with DIMA, DIMA is compensated for providing certain pre-press and regulatory filing services to the Fund. For the six months ended June 30, 2018, the amount charged to the Fund by DIMA included in the Statement of Operations under “Reports to shareholders” aggregated $4,447, all of which is unpaid.

Trustees’ Fees and Expenses. The Fund paid retainer fees to each Trustee not affiliated with the Advisor, plus specified amounts to the Board Chairperson and Vice Chairperson and to each committee Chairperson.

C. Ownership of the Fund

At June 30, 2018, three participating insurance companies were owners of record of 10% or more of the total outstanding Class A shares of the Fund, each owning 54%, 17% and 16%.

D. Line of Credit

The Fund and other affiliated funds (the “Participants”) share in a $400 million revolving credit facility provided by a syndication of banks. The Fund may borrow for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities. The Participants are charged an annual commitment fee which is allocated based on net assets, among each of the Participants. Interest is calculated at a rate per annum equal to the sum of the Federal Funds Rate, plus 1.25 percent plus if the one-month LIBOR exceeds the Federal Funds Rate, the amount of such excess. The Fund may borrow up to a maximum of 33 percent of its net assets under the agreement. The Fund had no outstanding loans at June 30, 2018.

E. Name Changes

In connection with adoption of the DWS brand, effective July 2, 2018, Deutsche Investment Management Americas Inc., the Advisor, was renamed to DWS Investment Management Americas, Inc. In addition, the “Deutsche Funds” became known as the “DWS Funds.” As a result, Deutsche Variable Series II was renamed Deutsche DWS Variable Series II and Deutsche Government Money Market VIP was renamed DWS Government Money Market VIP.

 

  12     |  

Deutsche DWS Variable Series II —

DWS Government Money Market VIP


Information About Your Fund’s Expenses   (Unaudited)

As an investor of the Fund, you incur two types of costs: ongoing expenses and transaction costs. Ongoing expenses include management fees and other Fund expenses. Examples of transaction costs include contract charges, which are not shown in this section. The following tables are intended to help you understand your ongoing expenses (in dollars) of investing in the Fund and to help you compare these expenses with the ongoing expenses of investing in other mutual funds. In the most recent six-month period the Fund limited these expenses; had it not done so, expenses would have been higher. The example in the table is based on an investment of $1,000 invested at the beginning of the six-month period and held for the entire period (January 1, 2018 to June 30, 2018).

The tables illustrate your Fund’s expenses in two ways:

 

  Actual Fund Return. This helps you estimate the actual dollar amount of ongoing expenses (but not transaction costs) paid on a $1,000 investment in the Fund using the Fund’s actual return during the period. To estimate the expenses you paid over the period, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the “Expenses Paid per $1,000” line under the share class you hold.

 

  Hypothetical 5% Fund Return. This helps you to compare your Fund’s ongoing expenses (but not transaction costs) with those of other mutual funds using the Fund’s actual expense ratio and a hypothetical rate of return of 5% per year before expenses. Examples using a 5% hypothetical Fund return may be found in the shareholder reports of other mutual funds. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period.

Please note that the expenses shown in these tables are meant to highlight your ongoing expenses only and do not reflect any transaction costs. The “Expenses Paid per $1,000” line of the tables is useful in comparing ongoing expenses only and will not help you determine the relative total expense of owning different funds. If these transaction costs had been included, your costs would have been higher.

 

Expenses and Value of a $1,000 Investment for the six months June 30, 2018       
Actual Fund Return     Class A  
Beginning Account Value 1/1/18   $ 1,000.00  
Ending Account Value 6/30/18   $ 1,005.64  
Expenses Paid per $1,000*   $ 2.49  
Hypothetical 5% Fund Return     Class A  
Beginning Account Value 1/1/18   $ 1,000.00  
Ending Account Value 6/30/18   $ 1,022.32  
Expenses Paid per $1,000*   $ 2.51  

 

* Expenses are equal to the Fund’s annualized expense ratio, multiplied by the average account value over the period, multiplied by 181 (the number of days in the most recent six-month period), then divided by 365.

 

Annualized Expense Ratio   Class A  
Deutsche DWS Variable Series II — DWS Government Money Market VIP     .50

For more information, please refer to the Fund’s prospectus.

These tables do not reflect charges and fees (“contract charges”) associated with the separate account that invests in the Fund or any variable life insurance policy or variable annuity contract for which the Fund is an investment option.

For an analysis of the fees associated with an investment in the Fund or similar funds, please refer to the current and hypothetical expense calculators for Variable Insurance Products which can be found at dws.com/calculators.

 

Deutsche DWS Variable Series II —

DWS Government Money Market VIP

  |   13


Proxy Voting

The Trust’s policies and procedures for voting proxies for portfolio securities and information about how the Trust voted proxies related to its portfolio securities during the most recent 12-month period ended June 30 are available on our Web site — dws.com/en-us/resources/proxy-voting — or on the SEC’s Web site — sec.gov. To obtain a written copy of the Trust’s policies and procedures without charge, upon request, call us toll free at (800) 728-3337.

 

  14     |  

Deutsche DWS Variable Series II —

DWS Government Money Market VIP


Advisory Agreement Board Considerations and Fee Evaluation

The Board of Trustees (hereinafter referred to as the “Board” or “Trustees”) approved the renewal of Deutsche Government Money Market VIP’s (now known as DWS Government Money Market VIP) (the “Fund”) investment management agreement (the “Agreement”) with Deutsche Investment Management Americas Inc. (now known as DWS Investment Management Americas, Inc.) (“DIMA”) in September 2017.

In terms of the process that the Board followed prior to approving the Agreement, shareholders should know that:

 

 

During the entire process, all of the Fund’s Trustees were independent of DIMA and its affiliates (the “Independent Trustees”).

 

 

The Board met frequently during the past year to discuss fund matters and dedicated a substantial amount of time to contract review matters. Over the course of several months, the Board’s Contract Committee reviewed extensive materials received from DIMA, independent third parties and independent counsel. These materials included an analysis of the Fund’s performance, fees and expenses, and profitability from a fee consultant retained by the Fund’s Independent Trustees (the “Fee Consultant”). Based on its evaluation of the information provided, the Contract Committee presented its findings and recommendations to the Board. The Board then reviewed the Contract Committee’s findings and recommendations.

 

 

The Board also received extensive information throughout the year regarding performance of the Fund.

 

 

The Independent Trustees regularly met privately with counsel to discuss contract review and other matters. In addition, the Independent Trustees were advised by the Fee Consultant in the course of their review of the Fund’s contractual arrangements and considered a comprehensive report prepared by the Fee Consultant in connection with their deliberations.

 

 

In connection with reviewing the Agreement, the Board also reviewed the terms of the Fund’s distribution agreement, administrative services agreement, transfer agency agreement and other material service agreements.

In connection with the contract review process, the Contract Committee and the Board considered the factors discussed below, among others. The Board also considered that DIMA and its predecessors have managed the Fund since its inception, and the Board believes that a long-term relationship with a capable, conscientious advisor is in the best interests of the Fund. The Board considered, generally, that shareholders chose to invest or remain invested in the Fund knowing that DIMA managed the Fund, and that the Agreement was approved by the Fund’s shareholders. DIMA is part of Deutsche Bank AG’s (“Deutsche Bank”) Asset Management (“Deutsche AM”) division. Deutsche AM is a global asset management business that offers a wide range of investing expertise and resources, including research capabilities in many countries throughout the world.

As part of the contract review process, the Board carefully considered the fees and expenses of each Deutsche fund overseen by the Board in light of the fund’s performance. In many cases, this led to the negotiation and implementation of expense caps. As part of these negotiations, the Board indicated that it would consider relaxing these caps in future years following sustained improvements in performance, among other considerations.

While shareholders may focus primarily on fund performance and fees, the Fund’s Board considers these and many other factors, including the quality and integrity of DIMA’s personnel and administrative support services provided by DIMA, such as back-office operations, fund valuations, and compliance policies and procedures.

Nature, Quality and Extent of Services. The Board considered the terms of the Agreement, including the scope of advisory services provided under the Agreement. The Board noted that, under the Agreement, DIMA provides portfolio management services to the Fund and that, pursuant to a separate administrative services agreement, DIMA provides administrative services to the Fund. The Board considered the experience and skills of senior management and investment personnel and the resources made available to such personnel. The Board reviewed the Fund’s performance over short-term and long-term periods and compared those returns to various agreed-upon performance measures, including a peer universe compiled using information supplied by iMoneyNet, an independent fund data service. The Board also noted that it has put into place a process of identifying “Funds in Review” (e.g., funds performing poorly relative to a peer universe), and receives additional reporting from DIMA regarding such funds and, where appropriate, DIMA’s plans to address underperformance. The Board believes this process is an effective manner of identifying

 

Deutsche DWS Variable Series II —

DWS Government Money Market VIP

  |   15


and addressing underperforming funds. Based on the information provided, the Board noted that, for the one- and three-year periods ended December 31, 2016, the Fund’s gross performance (Class A shares) was in the 1st quartile of the applicable iMoneyNet universe (the 1st quartile being the best performers and the 4th quartile being the worst performers).

Fees and Expenses. The Board considered the Fund’s investment management fee schedule, operating expenses and total expense ratios, and comparative information provided by Broadridge Financial Solutions, Inc. (“Broadridge”) and the Fee Consultant regarding investment management fee rates paid to other investment advisors by similar funds (1st quartile being the most favorable and 4th quartile being the least favorable). With respect to management fees paid to other investment advisors by similar funds, the Board noted that the contractual fee rates paid by the Fund, which include a 0.10% fee paid to DIMA under the Fund’s administrative services agreement, were lower than the median (2nd quartile) of the applicable Broadridge peer group (based on Broadridge data provided as of December 31, 2016). The Board considered that the Fund’s management fee was reduced by 0.05% at all breakpoint levels in connection with the restructuring of the Fund into a government money market fund in 2016. The Board noted that the Fund’s Class A shares total (net) operating expenses were higher than the median (4th quartile) of the applicable Broadridge expense universe (based on Broadridge data provided as of December 31, 2016, and analyzing Broadridge expense universe Class A (net) expenses less any applicable 12b-1 fees) (“Broadridge Universe Expenses”). The Board noted the expense limitation agreed to by DIMA. The Board also noted the voluntary fee waivers implemented by DIMA to ensure the Fund maintained a positive yield. The Board considered the Fund’s management fee rate as compared to fees charged by DIMA to comparable Deutsche U.S. registered funds (“Deutsche Funds”) and considered differences between the Fund and the comparable Deutsche Funds. The information requested by the Board as part of its review of fees and expenses also included information about institutional accounts (including any sub-advised funds and accounts) and funds offered primarily to European investors (“Deutsche Europe funds”) managed by Deutsche AM. The Board noted that DIMA indicated that Deutsche AM does not manage any institutional accounts or Deutsche Europe funds comparable to the Fund.

On the basis of the information provided, the Board concluded that management fees were reasonable and appropriate in light of the nature, quality and extent of services provided by DIMA.

Profitability. The Board reviewed detailed information regarding revenues received by DIMA under the Agreement. The Board considered the estimated costs to DIMA, and pre-tax profits realized by DIMA, from advising the Deutsche Funds, as well as estimates of the pre-tax profits attributable to managing the Fund in particular. The Board also received information regarding the estimated enterprise-wide profitability of DIMA and its affiliates with respect to all fund services in totality and by fund. The Board and the Fee Consultant reviewed DIMA’s methodology in allocating its costs to the management of the Fund. Based on the information provided, the Board concluded that the pre-tax profits realized by DIMA in connection with the management of the Fund were not unreasonable. The Board also reviewed certain publicly available information regarding the profitability of certain similar investment management firms. The Board noted that, while information regarding the profitability of such firms is limited (and in some cases is not necessarily prepared on a comparable basis), DIMA and its affiliates’ overall profitability with respect to the Deutsche Funds (after taking into account distribution and other services provided to the funds by DIMA and its affiliates) was lower than the overall profitability levels of most comparable firms for which such data was available.

Economies of Scale. The Board considered whether there are economies of scale with respect to the management of the Fund and whether the Fund benefits from any economies of scale. The Board noted that the Fund’s investment management fee schedule includes fee breakpoints. The Board concluded that the Fund’s fee schedule represents an appropriate sharing between the Fund and DIMA of such economies of scale as may exist in the management of the Fund at current asset levels.

Other Benefits to DIMA and Its Affiliates. The Board also considered the character and amount of other incidental benefits received by DIMA and its affiliates, including any fees received by DIMA for administrative services provided to the Fund and any fees received by an affiliate of DIMA for transfer agency services provided to the Fund. The Board also considered benefits to DIMA related to brokerage and soft-dollar allocations, including allocating brokerage to pay for research generated by parties other than the executing broker dealers, which pertain primarily to funds investing in equity securities. In addition, the Board considered the incidental public relations benefits to DIMA related to Deutsche Funds advertising and cross-selling opportunities among DIMA products and services. The Board considered these benefits in reaching its conclusion that the Fund’s management fees were reasonable.

 

  16     |  

Deutsche DWS Variable Series II —

DWS Government Money Market VIP


Compliance. The Board considered the significant attention and resources dedicated by DIMA to documenting and enhancing its compliance processes in recent years. The Board noted in particular (i) the experience, seniority and time commitment of the individuals serving as DIMA’s and the Fund’s chief compliance officers; (ii) the large number of DIMA compliance personnel; and (iii) the substantial commitment of resources by DIMA and its affiliates to compliance matters.

Based on all of the information considered and the conclusions reached, the Board unanimously determined that the continuation of the Agreement is in the best interests of the Fund. In making this determination, the Board did not give particular weight to any single factor identified above. The Board considered these factors over the course of numerous meetings, certain of which were in executive session with only the Independent Trustees and counsel present. It is possible that individual Independent Trustees may have weighed these factors differently in reaching their individual decisions to approve the continuation of the Agreement.

 

Deutsche DWS Variable Series II —

DWS Government Money Market VIP

  |   17


LOGO  

VS2GMM-3 (R-028387-7 8/18)

 


Table of Contents

June 30, 2018

Semiannual Report

Deutsche DWS Variable Series II

(formerly Deutsche Variable Series II)

 

 

DWS High Income VIP

(formerly Deutsche High Income VIP)

 

LOGO


Table of Contents

Contents

 

  3      Performance Summary
  4      Portfolio Summary
  4      Portfolio Management Team
  5      Investment Portfolio
  12      Statement of Assets and Liabilities
  12      Statement of Operations
  13      Statements of Changes in Net Assets
  14      Financial Highlights
  15      Notes to Financial Statements
  22      Information About Your Fund’s Expenses
  23      Proxy Voting
  24      Advisory Agreement Board Considerations and Fee Evaluation

This report must be preceded or accompanied by a prospectus. To obtain an additional prospectus or summary prospectus, if available, call (800) 728-3337 or your financial representative. We advise you to consider the Fund’s objectives, risks, charges and expenses carefully before investing. The summary prospectus and prospectus contain this and other important information about the Fund. Please read the prospectus carefully before you invest.

Bond investments are subject to interest-rate, credit, liquidity and market risks to varying degrees. When interest rates rise, bond prices generally fall. Credit risk refers to the ability of an issuer to make timely payments of principal and interest. Investments in lower-quality (“junk bonds”) and non-rated securities present greater risk of loss than investments in higher-quality securities. Investing in derivatives entails special risks relating to liquidity, leverage and credit that may reduce returns and/or increase volatility. The Fund may lend securities to approved institutions. Please read the prospectus for details.

The brand DWS represents DWS Group GmbH & Co. KGaA and any of its subsidiaries such as DWS Distributors, Inc. which offers investment products or DWS Investment Management Americas, Inc. and RREEF America L.L.C. which offer advisory services.

DWS Distributors, Inc., 222 South Riverside Plaza, Chicago, IL 60606, (800) 621-1148

NOT FDIC/NCUA INSURED     NO BANK GUARANTEE     MAY LOSE VALUE     NOT A DEPOSIT NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY

 

  2     |  

Deutsche DWS Variable Series II —

DWS High Income VIP


Table of Contents
Performance Summary   June 30, 2018 (Unaudited)

Fund performance shown is historical, assumes reinvestment of all dividend and capital gain distributions and does not guarantee future results. Investment return and principal value fluctuate with changing market conditions so that, when redeemed, shares may be worth more or less than their original cost. Current performance may be lower or higher than the performance data quoted. Please contact your participating insurance company for the Fund’s most recent month-end performance. Performance does not reflect charges and fees (“contract charges”) associated with the separate account that invests in the Fund or any variable life insurance policy or variable annuity contract for which the Fund is an investment option. These charges and fees will reduce returns. While all share classes have the same underlying portfolio, their performance will differ.

The gross expense ratios of the Fund, as stated in the fee table of the prospectus dated May 1, 2018 are 0.78% and 1.15% for Class A and Class B shares, respectively, and may differ from the expense ratios disclosed in the Financial Highlights tables in this report.

Generally accepted accounting principles require adjustments to be made to the net assets of the Fund at period end for financial reporting purposes only, and as such, the total return based on the unadjusted net asset value per share may differ from the total return reported in the financial highlights.

Growth of an Assumed $10,000 Investment in DWS High Income VIP

 

 

LOGO   

ICE BofA Merrill Lynch US High Yield Master II Constrained Index tracks the performance of US dollar denominated below investment grade corporate debt publicly issued in the US domestic market.

 

Index returns do not reflect any fees or expenses and it is not possible to invest directly into an index.

 

Comparative Results                              
DWS High Income VIP        6-Month   1-Year   3-Year   5-Year   10-Year
Class A   Growth of $10,000   $9,970   $10,261   $11,351   $12,428   $18,586
    Average annual total return   –0.30%   2.61%   4.32%   4.44%   6.39%
ICE BofA Merrill Lynch US High Yield Master II Constrained Index   Growth of $10,000   $10,008   $10,254   $11,761   $13,077   $21,749
  Average annual total return   0.08%   2.54%   5.56%   5.51%   8.08%
DWS High Income VIP        6-Month   1-Year   3-Year   5-Year   10-Year
Class B   Growth of $10,000   $9,962   $10,251   $11,256   $12,225   $18,086
    Average annual total return   –0.38%   2.51%   4.02%   4.10%   6.10%
ICE BofA Merrill Lynch US High Yield Master II Constrained Index   Growth of $10,000   $10,008   $10,254   $11,761   $13,077   $21,749
  Average annual total return   0.08%   2.54%   5.56%   5.51%   8.08%

The growth of $10,000 is cumulative.

 

 

Total returns shown for periods less than one year are not annualized.

 

Deutsche DWS Variable Series II —

DWS High Income VIP

  |   3


Table of Contents
Portfolio Summary   (Unaudited)

 

Asset Allocation (As a % of Investment Portfolio excluding Securities Lending Collateral)    6/30/18      12/31/17  
Corporate Bonds      89%        93%  
Cash Equivalents      6%        4%  
Convertible Bonds      3%        3%  
Government & Agency Obligation      1%         
Loan Participations and Assignments      1%         
Common Stocks      0%        0%  
Warrants      0%        0%  
       100%        100%  
Sector Diversification (As a % of Investment Portfolio excluding Cash Equivalents and Securities
Lending Collateral)
   6/30/18      12/31/17  
Energy      25%        23%  
Consumer Discretionary      22%        23%  
Materials      16%        18%  
Telecommunication Services      9%        10%  
Health Care      8%        7%  
Industrials      6%        7%  
Information Technology      4%        3%  
Utilities      4%        4%  
Consumer Staples      3%        2%  
Real Estate      2%        2%  
Financials      1%        1%  
       100%        100%  
Quality (As a % of Investment Portfolio excluding Cash Equivalents and Securities Lending Collateral)    6/30/18      12/31/17  
BBB      7%        5%  
BB      54%        54%  
B      31%        34%  
CCC      4%        3%  
Not Rated      4%        4%  
       100%        100%  

The quality ratings represent the higher of Moody’s Investors Service, Inc. (“Moody’s”), Fitch Ratings, Inc. (“Fitch”) or Standard & Poor’s Corporation (“S&P”) credit ratings. The ratings of Moody’s, Fitch and S&P represent their opinions as to the quality of the securities they rate. Credit quality measures a bond issuer’s ability to repay interest and principal in a timely manner. Ratings are relative and subjective and are not absolute standards of quality. Credit quality does not remove market risk and is subject to change.

Portfolio holdings and characteristics are subject to change.

For more complete details about the Fund’s investment portfolio, see page 5.

Following the Fund’s fiscal first and third quarter-end, a complete portfolio holdings listing is filed with the SEC on Form N-Q. The form will be available on the SEC’s Web site at sec.gov, and it also may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the SEC’s Public Reference Room may be obtained by calling (800) SEC-0330. The Fund’s portfolio holdings are also posted on dws.com from time to time. Please see the Fund’s current prospectus for more information.

Portfolio Management Team

Gary Russell, CFA, Managing Director

Thomas R. Bouchard, Director

Lonnie Fox, Director (added to the team as of August 9, 2018)

Portfolio Managers

 

  4     |  

Deutsche DWS Variable Series II —

DWS High Income VIP


Table of Contents
Investment Portfolio   June 30, 2018 (Unaudited)

 

    Principal
Amount ($)(a)
    Value ($)  
Corporate Bonds 86.2%

 

Consumer Discretionary 18.7%

 

Adient Global Holdings Ltd.:

 

REG S, 3.5%, 8/15/2024

    EUR 185,000       200,007  

144A, 4.875%, 8/15/2026

    340,000       305,150  

Ally Financial, Inc., 5.75%, 11/20/2025

    110,000       112,063  

Altice France SA, 144A, 7.375%, 5/1/2026

    910,000       889,707  

Altice Luxembourg SA, 144A, 7.75%, 5/15/2022

    243,000       235,102  

Altice U.S. Finance I Corp., 144A, 5.5%, 5/15/2026

    175,000       168,875  

American Axle & Manufacturing, Inc.:

   

6.25%, 4/1/2025 (b)

    110,000       109,175  

6.25%, 3/15/2026

    65,000       63,375  

Asbury Automotive Group, Inc., 6.0%, 12/15/2024

    239,000       236,835  

Ashton Woods U.S.A. LLC, 144A, 6.75%, 8/1/2025

    165,000       156,750  

Boyd Gaming Corp.:

 

144A, 6.0%, 8/15/2026

    160,000       158,400  

6.875%, 5/15/2023

    100,000       104,750  

Carlson Travel, Inc., 144A, 9.5%, 12/15/2024

    200,000       181,000  

CCO Holdings LLC:

 

144A, 5.0%, 2/1/2028

    150,000       137,250  

144A, 5.125%, 5/1/2027

    125,000       116,953  

5.25%, 9/30/2022

    680,000       682,125  

144A, 5.5%, 5/1/2026

    210,000       203,637  

144A, 5.875%, 4/1/2024

    170,000       170,425  

144A, 5.875%, 5/1/2027

    350,000       341,687  

Cequel Communications Holdings I LLC:

   

144A, 5.125%, 12/15/2021

    437,000       434,269  

144A, 7.5%, 4/1/2028

    200,000       202,440  

Clear Channel Worldwide Holdings, Inc., Series A, 6.5%, 11/15/2022

    180,000       182,700  

CSC Holdings LLC:

 

144A, 5.5%, 4/15/2027

    345,000       329,475  

144A, 10.125%, 1/15/2023

    200,000       220,500  

144A, 10.875%, 10/15/2025

    230,000       265,144  

Cumberland Farms, Inc., 144A, 6.75%, 5/1/2025

    48,000       48,600  

Dana Financing Luxembourg Sarl:

 

144A, 5.75%, 4/15/2025

    315,000       310,275  

144A, 6.5%, 6/1/2026

    280,000       284,200  

DISH DBS Corp.:

 

5.875%, 7/15/2022 (b)

    260,000       244,400  

5.875%, 11/15/2024

    75,000       63,469  

Fiat Chrysler Automobiles NV, 5.25%, 4/15/2023

    245,000       246,298  

GLP Capital LP:

 

5.25%, 6/1/2025

    100,000       100,000  

5.75%, 6/1/2028

    55,000       55,413  

Group 1 Automotive, Inc., 5.0%, 6/1/2022

    330,000       327,525  

HD Supply, Inc., 144A, 5.75%, 4/15/2024

    85,000       89,144  

Lennar Corp., 5.0%, 6/15/2027

    50,000       47,875  
    Principal
Amount ($)(a)
    Value ($)  

Merlin Entertainments PLC, 144A, 5.75%, 6/15/2026

    200,000       203,020  

MGM Resorts International, 5.75%, 6/15/2025

    190,000       189,706  

NCL Corp., Ltd., 144A, 4.75%, 12/15/2021

    93,000       92,768  

Penn National Gaming, Inc., 144A, 5.625%, 1/15/2027

    80,000       75,400  

Penske Automotive Group, Inc., 5.5%, 5/15/2026

    165,000       161,700  

Rivers Pittsburgh Borrower LP, 144A, 6.125%, 8/15/2021

    50,000       49,500  

Seminole Hard Rock Entertainment, Inc., 144A, 5.875%, 5/15/2021

    90,000       90,450  

Sirius XM Radio, Inc., 144A, 3.875%, 8/1/2022

    300,000       289,500  

Sonic Automotive, Inc., 6.125%, 3/15/2027

    55,000       51,975  

Stars Group Holdings, 144A, 7.0%, 7/15/2026 (c)

    200,000       202,000  

Suburban Propane Partners LP, 5.75%, 3/1/2025

    105,000       100,734  

Toll Brothers Finance Corp., 4.35%, 2/15/2028

    247,000       220,756  

TRI Pointe Group, Inc., 5.25%, 6/1/2027

    135,000       123,863  

UPCB Finance IV Ltd., 144A, 5.375%, 1/15/2025

    355,000       337,285  

Viking Cruises Ltd., 144A, 5.875%, 9/15/2027

    205,000       193,725  

Virgin Media Secured Finance PLC:

 

144A, 5.25%, 1/15/2026

    200,000       185,000  

144A, 5.5%, 8/15/2026

    215,000       201,261  

WMG Acquisition Corp., 144A, 5.0%, 8/1/2023

    75,000       74,625  
   

 

 

 
      10,868,261  
Consumer Staples 2.4%

 

Chobani LLC, 144A, 7.5%, 4/15/2025

    35,000       33,600  

Cott Holdings, Inc., 144A, 5.5%, 4/1/2025

    225,000       218,813  

FAGE International SA, 144A, 5.625%, 8/15/2026

    220,000       202,400  

JBS U.S.A. LUX SA:

 

144A, 5.75%, 6/15/2025

    210,000       195,300  

144A, 6.75%, 2/15/2028

    235,000       222,004  

Pilgrim’s Pride Corp.:

 

144A, 5.75%, 3/15/2025

    50,000       48,000  

144A, 5.875%, 9/30/2027

    150,000       139,125  

Post Holdings, Inc.:

 

144A, 5.625%, 1/15/2028

    40,000       37,500  

144A, 5.75%, 3/1/2027

    215,000       208,550  

Simmons Foods, Inc., 144A, 5.75%, 11/1/2024

    100,000       86,750  
   

 

 

 
      1,392,042  
Energy 22.7%

 

Antero Midstream Partners LP, 5.375%, 9/15/2024

    125,000       125,937  

Antero Resources Corp.:

 

5.375%, 11/1/2021

    420,000       425,250  

5.625%, 6/1/2023

    45,000       45,563  
 

 

The accompanying notes are an integral part of the financial statements.

 

Deutsche DWS Variable Series II —

DWS High Income VIP

  |   5


Table of Contents
    Principal
Amount ($)(a)
    Value ($)  

Blue Racer Midstream LLC, 144A, 6.125%, 11/15/2022

    295,000       297,950  

Carrizo Oil & Gas, Inc.:

 

6.25%, 4/15/2023 (b)

    85,000       86,063  

8.25%, 7/15/2025

    100,000       106,000  

Cheniere Corpus Christi Holdings LLC:

   

5.125%, 6/30/2027

    230,000       227,987  

5.875%, 3/31/2025

    165,000       171,600  

7.0%, 6/30/2024

    470,000       512,300  

Chesapeake Energy Corp.:

 

144A, 8.0%, 12/15/2022

    174,000       182,648  

8.0%, 1/15/2025 (b)

    165,000       168,044  

8.0%, 6/15/2027 (b)

    315,000       320,512  

CNX Midstream Partners LP, 144A, 6.5%, 3/15/2026

    107,000       104,058  

Continental Resources, Inc., 5.0%, 9/15/2022

    413,000       418,457  

Crestwood Midstream Partners LP:

 

5.75%, 4/1/2025

    125,000       124,844  

6.25%, 4/1/2023

    290,000       295,075  

DCP Midstream Operating LP, 3.875%, 3/15/2023

    100,000       96,625  

Diamondback Energy, Inc., 4.75%, 11/1/2024

    125,000       121,875  

Endeavor Energy Resources LP:

 

144A, 5.5%, 1/30/2026

    35,000       33,950  

144A, 5.75%, 1/30/2028

    35,000       34,125  

Energy Transfer Equity LP, 5.5%, 6/1/2027

    450,000       450,000  

Extraction Oil & Gas, Inc.:

 

144A, 5.625%, 2/1/2026

    135,000       129,271  

144A, 7.375%, 5/15/2024

    70,000       73,325  

Genesis Energy LP:

 

6.25%, 5/15/2026

    215,000       202,637  

6.5%, 10/1/2025

    305,000       292,800  

Gulfport Energy Corp.:

 

6.0%, 10/15/2024

    60,000       57,750  

6.375%, 5/15/2025

    100,000       97,250  

6.375%, 1/15/2026

    150,000       144,000  

Halcon Resources Corp., 6.75%, 2/15/2025

    250,000       233,750  

Hess Infrastructure Partners LP, 144A, 5.625%, 2/15/2026

    130,000       129,675  

Hilcorp Energy I LP:

 

144A, 5.0%, 12/1/2024

    105,000       101,850  

144A, 5.75%, 10/1/2025

    245,000       244,387  

Holly Energy Partners LP, 144A, 6.0%, 8/1/2024

    225,000       227,250  

Jagged Peak Energy LLC, 144A, 5.875%, 5/1/2026

    99,000       97,020  

Laredo Petroleum, Inc.:

 

5.625%, 1/15/2022

    70,000       69,038  

6.25%, 3/15/2023

    215,000       215,269  

MEG Energy Corp.:

 

144A, 6.375%, 1/30/2023

    215,000       199,950  

144A, 6.5%, 1/15/2025

    234,000       233,415  

Murphy Oil Corp., 5.75%, 8/15/2025

    110,000       109,692  

Murphy Oil U.S.A., Inc., 5.625%, 5/1/2027

    65,000       63,538  

Nabors Industries, Inc.:

 

5.5%, 1/15/2023 (b)

    70,000       67,375  

144A, 5.75%, 2/1/2025

    80,000       75,600  
    Principal
Amount ($)(a)
    Value ($)  

Newfield Exploration Co.:

 

5.375%, 1/1/2026

    245,000       250,512  

5.75%, 1/30/2022

    140,000       145,775  

Noble Holding International Ltd., 144A, 7.875%, 2/1/2026

    120,000       123,600  

NuStar Logistics LP, 5.625%, 4/28/2027

    236,000       228,330  

Oasis Petroleum, Inc.:

 

6.875%, 3/15/2022 (b)

    138,000       140,375  

6.875%, 1/15/2023

    60,000       61,050  

Parsley Energy LLC:

 

144A, 5.25%, 8/15/2025

    55,000       54,038  

144A, 5.375%, 1/15/2025

    85,000       84,363  

144A, 5.625%, 10/15/2027

    120,000       119,100  

PDC Energy, Inc., 6.125%, 9/15/2024

    150,000       153,000  

Peabody Energy Corp.:

 

144A, 6.0%, 3/31/2022

    120,000       121,752  

144A, 6.375%, 3/31/2025 (b)

    175,000       180,687  

Precision Drilling Corp., 144A, 7.125%, 1/15/2026

    110,000       112,970  

QEP Resources, Inc., 5.625%, 3/1/2026

    130,000       124,475  

Range Resources Corp.:

 

4.875%, 5/15/2025 (b)

    125,000       117,187  

5.0%, 8/15/2022

    305,000       301,950  

5.0%, 3/15/2023

    125,000       120,937  

5.875%, 7/1/2022

    140,000       141,750  

Resolute Energy Corp., 8.5%, 5/1/2020

    31,000       30,923  

Shelf Drilling Holdings Ltd., 144A, 8.25%, 2/15/2025

    180,000       181,350  

Southwestern Energy Co.:

 

4.1%, 3/15/2022

    190,000       181,450  

6.7%, 1/23/2025

    90,000       88,088  

7.75%, 10/1/2027

    330,000       342,375  

Sunoco LP:

 

144A, 5.5%, 2/15/2026

    130,000       123,175  

144A, 5.875%, 3/15/2028

    35,000       32,999  

Targa Resources Partners LP:

 

144A, 5.0%, 1/15/2028

    235,000       218,550  

5.375%, 2/1/2027

    260,000       252,200  

144A, 5.875%, 4/15/2026

    113,000       113,848  

Transocean Guardian Ltd., 144A, 5.875%, GTY: Multiple, 1/15/2024 (c)

    45,000       44,831  

Transocean, Inc., 144A, 9.0%, 7/15/2023

    110,000       118,387  

Trinidad Drilling Ltd., 144A, 6.625%, 2/15/2025

    50,000       48,125  

U.S.A. Compression Partners LP, 144A, 6.875%, 4/1/2026

    182,000       188,370  

Weatherford International Ltd.:

 

4.5%, 4/15/2022 (b)

    190,000       174,397  

8.25%, 6/15/2023

    70,000       69,446  

Whiting Petroleum Corp., 5.75%, 3/15/2021

    385,000       393,458  

WildHorse Resource Development Corp.:

   

6.875%, 2/1/2025

    50,000       50,938  

144A, 6.875%, 2/1/2025

    85,000       86,594  

WPX Energy, Inc.:

 

5.25%, 9/15/2024

    145,000       142,644  

6.0%, 1/15/2022

    43,000       44,720  

8.25%, 8/1/2023

    215,000       243,487  
   

 

 

 
      13,165,911  
 

 

The accompanying notes are an integral part of the financial statements.

 

  6     |  

Deutsche DWS Variable Series II —

DWS High Income VIP


Table of Contents
    Principal
Amount ($)(a)
    Value ($)  
Financials 0.8%  

CIT Group, Inc., 4.125%, 3/9/2021

    15,000       14,906  

Lincoln Finance Ltd., 144A, 7.375%, 4/15/2021

    105,000       108,399  

Seminole Tribe of Florida, Inc., 144A, 7.804%, 10/1/2020

    170,000       170,000  

Tempo Acquisition LLC, 144A, 6.75%, 6/1/2025

    75,000       72,000  

Travelport Corporate Finance PLC, 144A, 6.0%, 3/15/2026

    101,000       101,758  
   

 

 

 
      467,063  
Health Care 7.5%  

Avantor, Inc., 144A, 6.0%, 10/1/2024

    70,000       69,244  

Centene Escrow I Corp., 144A, 5.375%, 6/1/2026

    95,000       96,247  

Charles River Laboratories International, Inc., 144A, 5.5%, 4/1/2026

    20,000       20,044  

DaVita, Inc.:

 

5.0%, 5/1/2025

    110,000       103,537  

5.125%, 7/15/2024

    110,000       106,700  

Endo Dac, 144A, 6.0%, 7/15/2023

    195,000       160,387  

HCA, Inc.:

 

4.75%, 5/1/2023

    360,000       359,100  

5.25%, 6/15/2026

    280,000       278,096  

5.875%, 2/15/2026

    190,000       191,662  

LifePoint Health, Inc., 5.5%, 12/1/2021

    90,000       89,888  

Mallinckrodt International Finance SA, 144A, 5.625%, 10/15/2023 (b)

    100,000       83,350  

Tenet Healthcare Corp.:

 

4.5%, 4/1/2021

    90,000       89,100  

144A, 5.125%, 5/1/2025

    100,000       95,062  

6.75%, 6/15/2023

    45,000       44,775  

144A, 7.0%, 8/1/2025

    25,000       24,813  

Teva Pharmaceutical Finance Netherlands III BV:

   

2.2%, 7/21/2021

    335,000       310,725  

6.0%, 4/15/2024

    250,000       247,582  

6.75%, 3/1/2028 (b)

    200,000       203,846  

Valeant Pharmaceuticals International, 144A, 8.5%, 1/31/2027

    175,000       177,187  

Valeant Pharmaceuticals International, Inc.:

   

144A, 5.375%, 3/15/2020

    140,000       141,882  

144A, 5.625%, 12/1/2021

    125,000       122,969  

144A, 5.875%, 5/15/2023

    170,000       159,694  

144A, 6.125%, 4/15/2025

    150,000       138,187  

144A, 6.5%, 3/15/2022

    105,000       108,675  

144A, 7.0%, 3/15/2024

    255,000       267,355  

144A, 7.5%, 7/15/2021

    545,000       553,516  

144A, 9.25%, 4/1/2026

    85,000       88,294  
   

 

 

 
      4,331,917  
Industrials 6.0%  

Bombardier, Inc.:

 

144A, 5.75%, 3/15/2022

    230,000       230,862  

144A, 6.0%, 10/15/2022

    190,000       189,230  

144A, 7.5%, 12/1/2024

    85,000       89,462  

BWX Technologies, Inc., 144A, 5.375%, 7/15/2026

    30,000       30,375  
    Principal
Amount ($)(a)
    Value ($)  

Covanta Holding Corp.:

 

5.875%, 3/1/2024

    160,000       157,600  

5.875%, 7/1/2025

    85,000       82,025  

DAE Funding LLC:

 

144A, 4.5%, 8/1/2022

    8,000       7,760  

144A, 5.0%, 8/1/2024

    25,000       24,013  

Energizer Gamma Acquisition, Inc., 144A, 6.375%, 7/15/2026 (c)

    120,000       122,025  

GFL Environmental, Inc., 144A, 5.625%, 5/1/2022

    85,000       81,813  

Hulk Finance Corp., 144A, 7.0%, 6/1/2026

    150,000       143,625  

IHO Verwaltungs GmbH, 144A, 4.125%, PIK, 9/15/2021

    200,000       197,000  

Moog, Inc., 144A, 5.25%, 12/1/2022

    120,000       122,400  

Mueller Water Products, Inc., 144A, 5.5%, 6/15/2026

    115,000       115,862  

Novelis Corp.:

 

144A, 5.875%, 9/30/2026

    230,000       220,225  

144A, 6.25%, 8/15/2024

    290,000       290,000  

Oshkosh Corp., 5.375%, 3/1/2025

    20,000       20,500  

Park Aerospace Holdings Ltd.:

 

144A, 4.5%, 3/15/2023

    310,000       294,438  

144A, 5.25%, 8/15/2022

    180,000       178,202  

144A, 5.5%, 2/15/2024

    245,000       241,886  

Prime Security Services Borrower LLC, 144A, 9.25%, 5/15/2023

    4,000       4,259  

Summit Materials LLC:

 

144A, 5.125%, 6/1/2025

    30,000       28,200  

6.125%, 7/15/2023

    200,000       203,000  

8.5%, 4/15/2022

    70,000       74,995  

Tennant Co., 5.625%, 5/1/2025

    30,000       29,775  

TransDigm, Inc., 5.5%, 10/15/2020

    150,000       150,000  

WESCO Distribution, Inc., 5.375%, 6/15/2024

    140,000       137,550  
   

 

 

 
      3,467,082  
Information Technology 3.7%  

Cardtronics, Inc., 144A, 5.5%, 5/1/2025

    95,000       85,975  

Change Healthcare Holdings LLC, 144A, 5.75%, 3/1/2025

    210,000       198,681  

Dell International LLC:

 

144A, 5.875%, 6/15/2021

    110,000       111,498  

144A, 6.02%, 6/15/2026

    225,000       236,338  

Fair Isaac Corp., 144A, 5.25%, 5/15/2026

    130,000       130,488  

First Data Corp.:

 

144A, 5.375%, 8/15/2023

    175,000       176,619  

144A, 7.0%, 12/1/2023

    380,000       395,800  

Netflix, Inc.:

 

4.375%, 11/15/2026 (b)

    180,000       168,264  

5.875%, 2/15/2025

    120,000       123,095  

144A, 5.875%, 11/15/2028

    71,000       71,689  

Riverbed Technology, Inc., 144A, 8.875%, 3/1/2023 (b)

    110,000       104,280  

TTM Technologies, Inc., 144A, 5.625%, 10/1/2025

    155,000       151,125  

Western Digital Corp., 4.75%, 2/15/2026

    215,000       209,087  
   

 

 

 
      2,162,939  
 

 

The accompanying notes are an integral part of the financial statements.

 

Deutsche DWS Variable Series II —

DWS High Income VIP

  |   7


Table of Contents
    Principal
Amount ($)(a)
    Value ($)  
Materials 11.4%  

AK Steel Corp.:

 

6.375%, 10/15/2025

    195,000       181,350  

7.0%, 3/15/2027 (b)

    115,000       109,250  

7.5%, 7/15/2023

    145,000       151,162  

Ardagh Packaging Finance PLC:

 

144A, 6.0%, 2/15/2025

    220,000       214,225  

144A, 7.25%, 5/15/2024

    290,000       301,600  

Axalta Coating Systems LLC, 144A, 4.875%, 8/15/2024

    175,000       173,687  

Berry Global, Inc., 5.5%, 5/15/2022

    315,000       317,803  

BWAY Holding Co., 144A, 5.5%, 4/15/2024

    175,000       170,625  

Cascades, Inc., 144A, 5.5%, 7/15/2022

    26,000       25,773  

Chemours Co.:

 

5.375%, 5/15/2027

    115,000       111,263  

6.625%, 5/15/2023

    99,000       103,826  

7.0%, 5/15/2025

    60,000       64,350  

Clearwater Paper Corp., 144A, 5.375%, 2/1/2025

    110,000       99,688  

Constellium NV:

 

144A, 4.625%, 5/15/2021

    EUR 150,000       176,180  

144A, 5.75%, 5/15/2024

    250,000       241,875  

144A, 6.625%, 3/1/2025

    250,000       251,875  

First Quantum Minerals Ltd., 144A, 6.5%, 3/1/2024

    200,000       193,000  

Flex Acquisition Co., Inc, 144A, 7.875%, 7/15/2026

    165,000       164,356  

Freeport-McMoRan, Inc.:

 

3.55%, 3/1/2022

    120,000       114,000  

3.875%, 3/15/2023

    115,000       108,675  

4.0%, 11/14/2021

    180,000       175,500  

5.4%, 11/14/2034

    125,000       113,437  

5.45%, 3/15/2043

    35,000       30,702  

Hexion, Inc.:

 

6.625%, 4/15/2020

    165,000       154,506  

144A, 10.375%, 2/1/2022

    40,000       39,200  

Hudbay Minerals, Inc.:

 

144A, 7.25%, 1/15/2023

    175,000       180,250  

144A, 7.625%, 1/15/2025

    150,000       157,125  

Kaiser Aluminum Corp., 5.875%, 5/15/2024

    145,000       147,900  

Mercer International, Inc., 6.5%, 2/1/2024

    110,000       111,375  

NOVA Chemicals Corp.:

 

144A, 4.875%, 6/1/2024

    185,000       175,750  

144A, 5.25%, 6/1/2027

    140,000       130,462  

Nufarm Australia Ltd., 144A, 5.75%, 4/30/2026

    70,000       67,900  

OCI NV, 144A, 6.625%, 4/15/2023

    200,000       203,140  

Plastipak Holdings, Inc., 144A, 6.25%, 10/15/2025

    160,000       147,200  

Platform Specialty Products Corp.:

 

144A, 5.875%, 12/1/2025

    85,000       83,088  

144A, 6.5%, 2/1/2022

    290,000       295,075  

Reynolds Group Issuer, Inc.:

 

144A, 5.125%, 7/15/2023

    290,000       286,375  

144A, 7.0%, 7/15/2024

    35,000       35,744  

Teck Resources Ltd.:

 

6.125%, 10/1/2035

    105,000       105,788  

6.25%, 7/15/2041

    165,000       164,175  
    Principal
Amount ($)(a)
    Value ($)  

Tronox, Inc., 144A, 6.5%, 4/15/2026

    122,000       121,237  

United States Steel Corp.:

 

6.25%, 3/15/2026

    64,000       63,121  

6.875%, 8/15/2025

    295,000       296,755  

WR Grace & Co-Conn, 144A, 5.125%, 10/1/2021

    65,000       66,281  
   

 

 

 
      6,626,649  
Real Estate 1.4%  

CyrusOne LP, (REIT), 5.375%, 3/15/2027

    165,000       163,762  

Iron Mountain, Inc., 144A, (REIT), 5.25%, 3/15/2028

    115,000       106,421  

MPT Operating Partnership LP:

   

(REIT), 5.0%, 10/15/2027

    145,000       138,475  

(REIT), 5.25%, 8/1/2026

    35,000       34,300  

(REIT), 6.375%, 3/1/2024

    170,000       178,075  

SBA Communications Corp., 144A, (REIT), 4.0%, 10/1/2022

    180,000       172,125  
   

 

 

 
      793,158  
Telecommunication Services 8.0%  

CenturyLink, Inc.:

   

Series V, 5.625%, 4/1/2020

    180,000       182,025  

Series W, 6.75%, 12/1/2023 (b)

    180,000       180,900  

Series Y, 7.5%, 4/1/2024 (b)

    270,000       277,425  

Frontier Communications Corp.:

   

7.125%, 1/15/2023 (b)

    440,000       324,225  

10.5%, 9/15/2022

    50,000       45,375  

11.0%, 9/15/2025

    80,000       63,976  

Intelsat Jackson Holdings SA:

   

7.25%, 10/15/2020

    215,000       213,925  

144A, 8.0%, 2/15/2024

    327,000       343,350  

144A, 9.75%, 7/15/2025

    340,000       358,700  

Sprint Capital Corp.:

   

6.875%, 11/15/2028

    85,000       81,387  

8.75%, 3/15/2032

    115,000       123,050  

Sprint Corp.:

   

7.125%, 6/15/2024

    805,000       812,720  

7.625%, 3/1/2026

    135,000       137,700  

T-Mobile U.S.A., Inc.:

   

4.75%, 2/1/2028

    65,000       60,206  

6.0%, 4/15/2024

    164,000       169,740  

6.375%, 3/1/2025

    362,000       374,742  

6.5%, 1/15/2026

    10,000       10,313  

Telesat Canada, 144A, 8.875%, 11/15/2024

    130,000       139,100  

ViaSat, Inc., 144A, 5.625%, 9/15/2025

    55,000       51,563  

Zayo Group LLC:

   

144A, 5.75%, 1/15/2027

    240,000       235,800  

6.0%, 4/1/2023

    185,000       188,237  

6.375%, 5/15/2025

    281,000       286,269  
   

 

 

 
      4,660,728  
Utilities 3.6%  

AmeriGas Partners LP:

   

5.5%, 5/20/2025

    120,000       116,250  

5.75%, 5/20/2027

    110,000       104,500  

Calpine Corp.:

   

144A, 5.25%, 6/1/2026

    90,000       84,769  

5.75%, 1/15/2025

    45,000       41,147  
 

 

The accompanying notes are an integral part of the financial statements.

 

  8     |  

Deutsche DWS Variable Series II —

DWS High Income VIP


Table of Contents
    Principal
Amount ($)(a)
    Value ($)  

NGL Energy Partners LP, 5.125%, 7/15/2019

    140,000       140,175  

NRG Energy, Inc.:

   

144A, 5.75%, 1/15/2028

    200,000       197,000  

6.25%, 7/15/2022

    725,000       746,061  

Vistra Energy Corp.:

   

5.875%, 6/1/2023

    70,000       72,013  

7.375%, 11/1/2022

    195,000       203,775  

7.625%, 11/1/2024

    270,000       287,887  

144A, 8.125%, 1/30/2026

    80,000       86,900  
   

 

 

 
              2,080,477  
Total Corporate Bonds (Cost $50,686,671)       50,016,227  
Loan Participations and Assignments 0.9%  
Senior Loans**  

CenturyLink, Inc., Term Loan B, 1-month USD LIBOR + 2.750%, 4.844%, 1/31/2025

    298,500       292,841  

CSC Holdings LLC, First Lien Term Loan, 1-month USD LIBOR + 2.250%, 4.323%, 7/17/2025

    239,396       238,173  

Total Loan Participations and Assignments (Cost $532,563)

 

    531,014  
Convertible Bonds 3.3%  
Consumer Discretionary 0.1%  

DISH Network Corp., 2.375%, 3/15/2024

    35,000       30,822  
Materials 3.2%  

GEO Specialty Chemicals, Inc., 3-month USD-LIBOR + 14.0%, 16.006%, PIK, 10/18/2025** (d)

    1,545,871       1,843,451  

Total Convertible Bonds (Cost $1,572,571)

 

    1,874,273  
    Shares     Value ($)  
Common Stocks 0.2%  
Industrials 0.0%  

Quad Graphics, Inc.

    287       5,978  
    Shares     Value ($)  
Materials 0.2%  

GEO Specialty Chemicals, Inc.* (d)

    589,240       123,741  

GEO Specialty Chemicals, Inc. 144A* (d)

    2,206       463  
   

 

 

 
        124,204  
Total Common Stocks (Cost $412,009)       130,182  
Warrant 0.1%  
Materials  

Hercules Trust II, Expiration Date 3/31/2029* (d) (Cost $244,285)

    1,100       46,107  
    Principal
Amount ($)(a)
    Value ($)  
Government & Agency Obligation 1.0%  
U.S. Treasury Obligation  

U.S. Treasury Bills, 1.805%***, 10/11/2018 (Cost $596,932)

    600,000       596,753  
    Shares     Value ($)  
Securities Lending Collateral 5.3%    

DWS Government & Agency Securities Portfolio “DWS Government Cash Institutional Shares”, 1.80% (e) (f) (Cost $3,051,135)

    3,051,135       3,051,135  
Cash Equivalents 5.4%  

DWS Central Cash Management Government Fund, 1.85% (e) (Cost $3,134,330)

    3,134,330       3,134,330  
    % of Net
Assets
    Value ($)  

Total Investment Portfolio (Cost $60,230,496)

    102.4       59,380,021  
Other Assets and Liabilities, Net     (2.4     (1,408,670
Net Assets     100.0       57,971,351  
 

 

A summary of the Fund’s transactions with affiliated investments during the period ended June 30, 2018 are as follows:

 

Value ($) at
12/31/2017
  Purchases
Cost ($)
    Sales
Proceeds ($)
    Net
Realized
Gain/
(Loss) ($)
    Net Change in
Unrealized
Appreciation
(Depreciation) ($)
    Income ($)     Capital Gain
Distributions ($)
    Number
of Shares
at
6/30/2018
    Value ($)
at
6/30/2018
 

Securities Lending Collateral 5.3%

 

       

DWS Government & Agency Securities Portfolio “DWS Government Cash Institutional Shares”, 1.80% (e) (f)

 

1,697,463     1,353,672                         20,061             3,051,135       3,051,135  

Cash Equivalents 5.4%

 

       

DWS Central Cash Management Government Fund, 1.85% (e)

 

2,240,926     13,751,853       12,858,449                   35,526             3,134,330       3,134,330  
3,938,389     15,105,525       12,858,449                   55,587             6,185,465       6,185,465  

 

* Non-income producing security.

 

The accompanying notes are an integral part of the financial statements.

 

Deutsche DWS Variable Series II —

DWS High Income VIP

  |   9


Table of Contents
** Variable or floating rate security. These securities are shown at their current rate as of June 30, 2018. For securities based on a published reference rate and spread, the reference rate and spread are indicated within the description above. Certain variable rate securities are not based on a published reference rate and spread but adjust periodically based on current market conditions, prepayment of underlying positions and/or other variables.

 

*** Annualized yield at time of purchase; not a coupon rate.

 

(a) Principal amount stated in U.S. dollars unless otherwise noted.

 

(b) All or a portion of these securities were on loan. In addition, “Other Assets and Liabilities, Net” may include pending sales that are also on loan. The value of securities loaned at June 30, 2018 amounted to $2,931,451, which is 5.1% of net assets.

 

(c) When-issued security.

 

(d) Investment was valued using significant unobservable inputs.

 

(e) Affiliated fund managed by DWS Investment Management Americas, Inc. The rate shown is the annualized seven-day yield at period end.

 

(f) Represents collateral held in connection with securities lending. Income earned by the Fund is net of borrower rebates. Represents the net increase (purchase cost) or decrease (sales proceeds) in the amount invested for the period ended June 30, 2018.

144A: Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers.

LIBOR: London Interbank Offered Rate

PIK: Denotes that all or a portion of the income is paid in-kind in the form of additional principal.

REG S: Securities sold under Regulation S may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933.

REIT: Real Estate Investment Trust

As of June 30, 2018, the Fund had the following open forward foreign currency contract:

 

Contracts to Deliver     In Exchange For     Settlement
Date
  Unrealized
Depreciation ($)
    Counterparty
EUR     341,214       USD       399,003     7/31/2018     (361   Bank of America

Currency Abbreviations

EUR Euro
USD United States Dollar

For information on the Fund’s policy and additional disclosures regarding forward foreign currency contracts, please refer to the Derivatives section of Note B in the accompanying Notes to Financial Statements.

Fair Value Measurements

Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in three broad levels. Level 1 includes quoted prices in active markets for identical securities. Level 2 includes other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds and credit risk). Level 3 includes significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments). The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities.

The following is a summary of the inputs used as of June 30, 2018 in valuing the Fund’s investments. For information on the Fund’s policy regarding the valuation of investments, please refer to the Security Valuation section of Note A in the accompanying Notes to Financial Statements.

 

Assets   Level 1     Level 2     Level 3      Total  
Fixed Income Investments (g)         

Corporate Bonds

  $     $ 50,016,227     $      $ 50,016,227  

Convertible Bond

          30,822       1,843,451        1,874,273  

Government & Agency Obligation

          596,753              596,753  

Loan Participations and Assignments

          531,014              531,014  
Common Stocks (g)     5,978             124,204        130,182  
Warrant                 46,107        46,107  
Short-Term Investments (g)     6,185,465                    6,185,465  
Total   $ 6,191,443     $ 51,174,816     $ 2,013,762      $ 59,380,021  
Liabilities   Level 1     Level 2     Level 3      Total  
Derivatives (h)         

Forward Foreign Currency Exchange Contracts

  $     $ (361   $      $ (361
Total   $     $ (361   $      $ (361

There have been no transfers between fair value measurement levels during the period ended June 30, 2018.

 

(g) See Investment Portfolio for additional detailed categorizations.

 

(h) Derivatives include unrealized appreciation (depreciation) on open forward foreign currency contract.

 

The accompanying notes are an integral part of the financial statements.

 

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Level 3 Reconciliation

The following is a reconciliation of the Fund’s Level 3 investments for which significant unobservable inputs were used in determining value:

 

     Convertible
Bonds
    Common
Stocks
    Warrant      Total  

Balance as of December 31, 2017

  $ 1,950,703     $ 49,368     $ 29,732      $ 2,029,803  
Realized gains (loss)                         
Change in unrealized appreciation (depreciation)     (110,564     (45,023     16,375        (139,212
Amortization of premium/accretion of discount     108                    108  
Purchases/PIK     3,204       119,859              123,063  
(Sales)                         
Transfer into Level 3                         
Transfer (out) of Level 3                         
Balance as of June 30, 2018   $ 1,843,451     $ 124,204     $ 46,107      $ 2,013,762  
Net change in unrealized appreciation (depreciation) from investments still held as of June 30, 2018   $ (110,564   $ (45,023   $ 16,375      $ (139,212

 

Quantitative Disclosure About Significant Unobservable Inputs
Asset Class  

Fair Value

at 6/30/18

    Valuation Technique(s)     Unobservable Input   Range (Weighted Average)
Common Stocks        
Materials     $124,204       Market Approach     EV/EBITDA Multiple   5.75
      Discount to public comparables   30%
                    Discount for lack of marketability   20%
Warrant        
Materials     $46,107       Black Scholes Option Pricing Model     Implied Volatility of Option   22.85%
                    Illiquidity Discount   20%
Convertible Bond        
Materials     $1,843,451       Market Approach     Implied Volatility of Option   45%
      Discount Rate   17.16%
      EV/EBITDA Multiple   5.75
      Discount to public comparables   30%
                    Discount for lack of marketability   20%

Qualitative Disclosure About Unobservable Inputs

Significant unobservable inputs developed by the Pricing Committee and used in the fair value measurement of the Fund’s common stock and convertible bond investments include enterprise value (EV) to earnings before interest, taxes, depreciation and amortization (EBITDA) ratio with a discount for lack of marketability. A significant change in the EV to EBITDA ratio may result in a significant change in the fair value measurement, while a significant change in the discount for lack of marketability is unlikely to result in a materially higher or lower fair value measurement.

Significant unobservable inputs developed by the Pricing Committee and used in the fair value measurement of the Fund’s warrants include volatility and discount for lack of marketability. A change in the volatility of the underlying asset as an input to the Black-Scholes model may have a significant change in the fair value measurement. A significant change in the discount for lack of marketability is unlikely to have a material impact to the fair value measurement.

 

The accompanying notes are an integral part of the financial statements.

 

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Statement of Assets and Liabilities

 

as of June 30, 2018 (Unaudited)        
Assets        
Investments in non-affiliated securities, at value (cost $54,045,031) — including $2,931,451 of securities loaned   $ 53,194,556  
Investment in DWS Government & Agency Securities Portfolio (cost $3,051,135)*     3,051,135  
Investment in DWS Central Cash Management Government Fund (cost $3,134,330)     3,134,330  
Cash     1,733  
Foreign currency, at value (cost $13,820)     13,821  
Receivable for investments sold     1,207,146  
Receivable for Fund shares sold     36,217  
Interest receivable     889,797  
Other assets     146  
Total assets     61,528,881  
Liabilities        
Payable upon return of securities loaned     3,051,135  
Payable for investments purchased — when-issued/delayed delivery securities     366,750  
Payable for Fund shares redeemed     30,541  
Unrealized depreciation on forward foreign currency contracts     361  
Accrued management fee     14,379  
Accrued Trustees’ fees     1,068  
Other accrued expenses and payables     93,296  
Total liabilities     3,557,530  
Net assets, at value   $ 57,971,351  
Net Assets Consist of        
Undistributed net investment income     1,553,803  
Net unrealized appreciation (depreciation) on:  

Investments

    (850,475

Foreign currency

    (97

Forward foreign currency contracts

    (361
Accumulated net realized gain (loss)     (6,435,708
Paid-in capital     63,704,189  
Net assets, at value   $ 57,971,351  
Net Asset Value        

Class A

 
Net Asset Value, offering and redemption price per share ($57,780,167 ÷ 9,888,196 outstanding shares of beneficial interest, no par value, unlimited number of shares authorized)   $ 5.84  

Class B

 
Net Asset Value, offering and redemption price per share ($191,184 ÷ 32,558 outstanding shares of beneficial interest, no par value, unlimited number of shares authorized)   $ 5.87  

 

*

Represents collateral on securities loaned.

     Statement of Operations

 

for the six months ended June 30, 2018 (Unaudited)

 

Investment Income        
Income:  
Interest   $ 1,726,742  
Income distributions — DWS Central Cash Management Government Fund     35,526  
Securities lending income, net of borrower rebates     20,061  
Other income     5,830  
Total income     1,788,159  
Expenses:  
Management fee     147,926  
Administration fee     29,585  
Services to Shareholders     526  
Record keeping fee (Class B)     85  
Distribution service fees (Class B)     203  
Custodian fee     4,698  
Professional fees     45,523  
Reports to shareholders     16,378  
Trustees’ fees and expenses     2,735  
Pricing service fee     15,277  
Other     2,996  
Total expenses before expense reductions     265,932  
Expense reductions     (61,567
Total expenses after expense reductions     204,365  
Net investment income     1,583,794  
Realized and Unrealized Gain (Loss)        
Net realized gain (loss) from:        
Investments     (110,038
Swap contracts     (144
Forward foreign currency contracts     11,261  
Foreign currency     106  
      (98,815
Change in net unrealized appreciation (depreciation) on:  
Investments     (1,632,491
Forward foreign currency contracts     6,555  
Foreign currency     (158
      (1,626,094
Net gain (loss)     (1,724,909
Net increase (decrease) in net assets resulting from operations   $ (141,115
 

 

The accompanying notes are an integral part of the financial statements.

 

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Statements of Changes in Net Assets

 

Increase (Decrease) in Net Assets   Six Months
Ended
June 30, 2018
(Unaudited)
    Year Ended
December 31,
2017
 
Operations:    
Net investment income (loss)   $ 1,583,794     $ 4,649,907  
Net realized gain (loss)     (98,815     3,495,016  
Change in net unrealized appreciation (depreciation)     (1,626,094     (975,421
Net increase (decrease) in net assets resulting from operations     (141,115     7,169,502  
Distributions to shareholders from:    
Net investment income:    

Class A

    (4,670,013)       (5,780,980

Class B

    (14,079)       (94,574
Total distributions     (4,684,092)       (5,875,554
Fund share transactions:    

Class A

   
Proceeds from shares sold     3,549,162       12,759,797  
Reinvestment of distributions     4,670,013       5,780,980  
Cost of shares redeemed     (6,187,968)       (58,823,711
Net increase (decrease) in net assets from Class A share transactions     2,031,207       (40,282,934

Class B

   
Proceeds from shares sold     62,021       120,675  
Reinvestment of distributions     14,079       94,574  
Cost of shares redeemed     (8,878)       (1,640,132
Net increase (decrease) in net assets from Class B share transactions     67,222       (1,424,883
Increase (decrease) in net assets     (2,726,778     (40,413,869
Net assets at beginning of year     60,698,129       101,111,998  
Net assets at end of year (including undistributed net investment income of $1,553,803 and $4,654,101, respectively)   $ 57,971,351     $ 60,698,129  
Other Information              

Class A

   
Shares outstanding at beginning of period     9,527,083       15,845,238  
Shares sold     564,773       2,017,781  
Shares issued to shareholders in reinvestment of distributions     803,789       946,151  
Shares redeemed     (1,007,449)       (9,282,087
Net increase (decrease) in Class A shares     361,113       (6,318,155
Shares outstanding at end of period     9,888,196       9,527,083  

Class B

   
Shares outstanding at beginning of period     21,761       254,095  
Shares sold     9,786       18,818  
Shares issued to shareholders in reinvestment of distributions     2,411       15,403  
Shares redeemed     (1,400)       (266,555
Net increase (decrease) in Class B shares     10,797       (232,334
Shares outstanding at end of period     32,558       21,761  

 

The accompanying notes are an integral part of the financial statements.

 

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Financial Highlights

 

    Six Months
Ended 6/30/18
    Years Ended December 31,  
Class A   (Unaudited)     2017     2016     2015     2014     2013  
Selected Per Share Data                                                
Net asset value, beginning of period     $6.36     $ 6.28     $ 5.93     $ 6.60     $ 6.96     $ 6.93  
Income (loss) from investment operations:            

Net investment incomea

    .16       .31       .32       .32       .36       .39  

Net realized and unrealized gain (loss)

    (.18     .15       .41       (.58     (.25     .14  

Total from investment operations

    (.02     .46       .73       (.26     .11       .53  
Less distributions from:            

Net investment income

    (.50     (.38     (.38     (.41     (.47     (.50
Net asset value, end of period     $5.84     $ 6.36     $ 6.28     $ 5.93     $ 6.60     $ 6.96  
Total Return (%)b     (.30 )**      7.51       12.87       (4.44     1.47       7.91  
Ratios to Average Net Assets and Supplemental Data                                                
Net assets, end of period ($ millions)     58       61       100       101       135       165  
Ratio of expenses before expense reductions (%)c     .90 *      .78       .80       .75       .75       .73  
Ratio of expenses after expense reductions (%)c     .69 *      .72       .72       .72       .73       .72  
Ratio of net investment income (%)     5.35 *      4.98       5.38       5.09       5.21       5.69  
Portfolio turnover rate (%)     35 **      71       77       47       52       58  

 

a  Based on average shares outstanding during the period.

 

b  Total return would have been lower had certain expenses not been reduced.

 

c  Expense ratio does not reflect charges and fees associated with the separate account that invests in the Fund or any variable life insurance policy or variable annuity contract for which the Fund is an investment option.

 

*  Annualized

 

**  Not annualized

 

    Six Months
Ended 6/30/18
    Years Ended December 31,  
Class B   (Unaudited)     2017     2016     2015     2014     2013  
Selected Per Share Data                                                
Net asset value, beginning of period     $6.38     $ 6.30     $ 5.94     $ 6.63     $ 6.99     $ 6.97  
Income (loss) from investment operations:            

Net investment incomea

    .15       .31       .31       .32       .35       .36  

Net realized and unrealized gain (loss)

    (.18     .13       .41       (.61     (.26     .15  

Total from investment operations

    (.03     .44       .72       (.29     .09       .51  
Less distributions from:            

Net investment income

    (.48     (.36     (.36     (.40     (.45     (.49
Net asset value, end of period     $5.87     $ 6.38     $ 6.30     $ 5.94     $ 6.63     $ 6.99  
Total Return (%)b     (.38 )**      7.21       12.67       (4.95     1.22       7.44  
Ratios to Average Net Assets and Supplemental Data                                                
Net assets, end of period ($ millions)     .2       .1       2       3       .03       .32  
Ratio of expenses before expense reductions (%)c     1.28 *      1.15       1.21       1.14       1.13       1.10  
Ratio of expenses after expense reductions (%)c     .97 *      .98       .98       1.02       .97       .97  
Ratio of net investment income (%)     5.08 *      4.88       5.15       4.86       5.09       5.29  
Portfolio turnover rate (%)     35 **      71       77       47       52       58  

 

a  Based on average shares outstanding during the period.

 

b  Total return would have been lower had certain expenses not been reduced.

 

c  Expense ratio does not reflect charges and fees associated with the separate account that invests in the Fund or any variable life insurance policy or variable annuity contract for which the Fund is an investment option.

 

*  Annualized

 

**  Not annualized

 

The accompanying notes are an integral part of the financial statements.

 

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Notes to Financial Statements   (Unaudited)

A. Organization and Significant Accounting Policies

DWS High Income VIP (formerly Deutsche High Income VIP) (the “Fund”) is a diversified series of Deutsche DWS Variable Series II (formerly Deutsche Variable Series II) (the “Trust”), which is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company organized as a Massachusetts business trust.

Multiple Classes of Shares of Beneficial Interest. The Fund offers two classes of shares (Class A shares and Class B shares). Sales of Class B shares are subject to recordkeeping fees up to 0.15% and Rule 12b-1 fees under the 1940 Act equal to an annual rate of 0.25% of the average daily net assets of the Class B shares of the Fund. Class A shares are not subject to such fees.

Investment income, realized and unrealized gains and losses, and certain fund-level expenses and expense reductions, if any, are borne pro rata on the basis of relative net assets by the holders of all classes of shares except that each class bears certain expenses unique to that class (including the applicable Rule 12b-1 fee and recordkeeping fees). Differences in class-level expenses may result in payment of different per share dividends by class. All shares have equal rights with respect to voting subject to class-specific arrangements.

The Fund’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) which require the use of management estimates. Actual results could differ from those estimates. The Fund qualifies as an investment company under Topic 946 of Accounting Standards Codification of U.S. GAAP. The policies described below are followed consistently by the Fund in the preparation of its financial statements.

Security Valuation. Investments are stated at value determined as of the close of regular trading on the New York Stock Exchange on each day the exchange is open for trading.

Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in three broad levels. Level 1 includes quoted prices in active markets for identical securities. Level 2 includes other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds and credit risk). Level 3 includes significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments). The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities.

Debt securities and loan participations and assignments are valued at prices supplied by independent pricing services approved by the Fund’s Board. Such services may use various pricing techniques which take into account appropriate factors such as yield, quality, coupon rate, maturity, type of issue, trading characteristics, prepayment speeds and other data, as well as broker quotes. If the pricing services are unable to provide valuations, debt securities are valued at the average of the most recent reliable bid quotations or evaluated prices, as applicable, obtained from broker-dealers and loan participations and assignments are valued at the mean of the most recent bid and ask quotations or evaluated prices, as applicable, obtained from broker-dealers. Certain securities may be valued on the basis of a price provided by a single source or broker-dealer. No active trading market may exist for some senior loans and they may be subject to restrictions on resale. The inability to dispose of senior loans in a timely fashion could result in losses. These securities are generally categorized as Level 2.

Equity securities are valued at the most recent sale price or official closing price reported on the exchange (U.S. or foreign) or over-the-counter market on which they trade. Securities for which no sales are reported are valued at the calculated mean between the most recent bid and asked quotations on the relevant market or, if a mean cannot be determined, at the most recent bid quotation. Equity securities are generally categorized as Level 1 securities.

Investments in open-end investment companies are valued at their net asset value each business day and are categorized as Level 1.

Forward currency contracts are valued at the prevailing forward exchange rate of the underlying currencies and are categorized as Level 2.

Swap contracts are valued daily based upon prices supplied by a Board approved pricing vendor, if available, and otherwise are valued at the price provided by the broker-dealer. Swap contracts are generally categorized as Level 2.

Securities and other assets for which market quotations are not readily available or for which the above valuation procedures are deemed not to reflect fair value are valued in a manner that is intended to reflect

 

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their fair value as determined in accordance with procedures approved by the Board and are generally categorized as Level 3. In accordance with the Fund’s valuation procedures, factors considered in determining value may include, but are not limited to, the type of the security; the size of the holding; the initial cost of the security; the existence of any contractual restrictions on the security’s disposition; the price and extent of public trading in similar securities of the issuer or of comparable companies; quotations or evaluated prices from broker-dealers and/or pricing services; information obtained from the issuer, analysts and/or the appropriate stock exchange (for exchange-traded securities); an analysis of the company’s or issuer’s financial statements; an evaluation of the forces that influence the issuer and the market(s) in which the security is purchased and sold; and with respect to debt securities, the maturity, coupon, creditworthiness, currency denomination and the movement of the market in which the security is normally traded. The value determined under these procedures may differ from published values for the same securities.

Disclosure about the classification of fair value measurements is included in a table following the Fund’s Investment Portfolio.

Foreign Currency Translations. The books and records of the Fund are maintained in U.S. dollars. Investment securities and other assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the prevailing exchange rates at period end. Purchases and sales of investment securities, income and expenses are translated into U.S. dollars at the prevailing exchange rates on the respective dates of the transactions.

Net realized and unrealized gains and losses on foreign currency transactions represent net gains and losses between trade and settlement dates on securities transactions, the acquisition and disposition of foreign currencies, and the difference between the amount of net investment income accrued and the U.S. dollar amount actually received. That portion of both realized and unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed but is included with net realized and unrealized gain/appreciation and loss/depreciation on investments.

Securities Lending. Deutsche Bank AG, as lending agent, lends securities of the Fund to certain financial institutions under the terms of its securities lending agreement. During the term of the loans, the Fund continues to receive interest and dividends generated by the securities and to participate in any changes in their market value. The Fund requires the borrowers of the securities to maintain collateral with the Fund consisting of either cash or liquid, unencumbered assets having a value at least equal to the value of the securities loaned. When the collateral falls below specified amounts, the lending agent will use its best effort to obtain additional collateral on the next business day to meet required amounts under the securities lending agreement. As of period end, any securities on loan were collateralized by cash. During the six months ended June 30, 2018, the Fund invested the cash collateral into a joint trading account in affiliated money market funds managed by DWS Investment Management Americas, Inc. As of June 30, 2018, the Fund invested the cash collateral in DWS Government & Agency Securities Portfolio. DWS Investment Management Americas, Inc. receives a management/administration fee (0.14% annualized effective rate as of June 30, 2018) on the cash collateral invested in DWS Government & Agency Securities Portfolio. The Fund receives compensation for lending its securities either in the form of fees or by earning interest on invested cash collateral net of borrower rebates and fees paid to a lending agent. Either the Fund or the borrower may terminate the loan at any time, and the borrower, after notice, is required to return borrowed securities within a standard time period. There may be risks of delay and costs in recovery of securities or even loss of rights in the collateral should the borrower of the securities fail financially. If the Fund is not able to recover securities lent, the Fund may sell the collateral and purchase a replacement investment in the market, incurring the risk that the value of the replacement security is greater than the value of the collateral. The Fund is also subject to all investment risks associated with the reinvestment of any cash collateral received, including, but not limited to, interest rate, credit and liquidity risk associated with such investments.

As of June 30, 2018, the Fund had securities on loan, which were classified as corporate bonds in the Investment Portfolio. The value of the related collateral exceeded the value of the securities loaned at period end. As of period end, the remaining contractual maturity of the collateral agreements were overnight and continuous.

When-Issued/Delayed Delivery Securities. The Fund may purchase or sell securities with delivery or payment to occur at a later date beyond the normal settlement period. At the time the Fund enters into a commitment to purchase or sell a security, the transaction is recorded and the value of the transaction is reflected in the net asset value. The price of such security and the date when the security will be delivered and paid for are fixed at the time the transaction is negotiated. The value of the security may vary with

 

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market fluctuations. At the time the Fund enters into a purchase transaction it is required to segregate cash or other liquid assets at least equal to the amount of the commitment. Additionally, the Fund or the counterparty may be required to post securities and/or cash collateral in accordance with the terms of the commitment.

Certain risks may arise upon entering into when-issued or delayed delivery transaction from the potential inability of counterparties to meet the terms of their contracts or if the issuer does not issue the securities due to political, economic, or other factors. Additionally, losses may arise due to changes in the value of the underlying securities.

Taxes. The Fund’s policy is to comply with the requirements of the Internal Revenue Code, as amended, which are applicable to regulated investment companies and to distribute all of its taxable income to its shareholders.

At December 31, 2017, the Fund had a net tax basis capital loss carryforward of approximately $6,337,000, which may be applied against realized net taxable capital gains indefinitely, including short-term losses ($500,000) and long-term losses ($5,837,000).

At December 31, 2017, the aggregate cost of investments for federal income tax purposes was $60,868,528.The net unrealized appreciation for all investments based on tax cost was $782,016. This consisted ofaggregate gross unrealized appreciation for all investments in which there was an excess of value over taxcost of $2,074,675 and aggregate gross unrealized depreciation for all investments in which there was anexcess of tax cost over value of $1,292,659.

The Fund has reviewed the tax positions for the open tax years as of December 31, 2017 and has determined that no provision for income tax and/or uncertain tax positions is required in the Fund’s financial statements. The Fund’s federal tax returns for the prior three fiscal years remain open subject to examination by the Internal Revenue Service.

Distribution of Income and Gains. Distributions from net investment income of the Fund, if any, are declared and distributed to shareholders annually. Net realized gains from investment transactions, in excess of available capital loss carryforwards, would be taxable to the Fund if not distributed and, therefore, will be distributed to shareholders at least annually. The Fund may also make additional distributions for tax purposes if necessary.

The timing and characterization of certain income and capital gain distributions are determined annually in accordance with federal tax regulations which may differ from accounting principles generally accepted in the United States of America. These differences primarily relate to investments in swap contracts, expiration of capital loss carryforward and certain securities sold at a loss. As a result, net investment income (loss) and net realized gain (loss) on investment transactions for a reporting period may differ significantly from distributions during such period. Accordingly, the Fund may periodically make reclassifications among certain of its capital accounts without impacting the net asset value of the Fund.

The tax character of current year distributions will be determined at the end of the current fiscal year.

Expenses. Expenses of the Trust arising in connection with a specific fund are allocated to that fund. Other Trust expenses which cannot be directly attributed to a fund are apportioned among the funds in the Trust based upon the relative net assets or other appropriate measures.

Contingencies. In the normal course of business, the Fund may enter into contracts with service providers that contain general indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet been made. However, based on experience, the Fund expects the risk of loss to be remote.

Other. Investment transactions are accounted for on a trade date plus one basis for daily net asset value calculations. However, for financial reporting purposes, investment transactions are reported on trade date. Interest income is recorded on the accrual basis. Dividend income is recorded on ex-dividend date. Realized gains and losses from investment transactions are recorded on an identified cost basis. Proceeds from litigation payments, if any, are included in net realized gain (loss) from investments. All discounts and premiums are accreted/amortized for both tax and financial reporting purposes for the Fund, with the exception of securities in default of principal.

B. Derivative Instruments

Swaps. A swap is a contract between two parties to exchange future cash flows at periodic intervals based on the notional amount of the swap. A bilateral swap is a transaction between the fund and a counterparty

 

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where cash flows are exchanged between the two parties. A centrally cleared swap is a transaction executed between the fund and a counterparty, then cleared by a clearing member through a central clearinghouse. The central clearinghouse serves as the counterparty, with whom the fund exchanges cash flows.

The value of a swap is adjusted daily, and the change in value, if any, is recorded as unrealized appreciation or depreciation in the Statement of Assets and Liabilities. Gains or losses are realized when the swap expires or is closed. Certain risks may arise when entering into swap transactions including counterparty default; liquidity; or unfavorable changes in interest rates or the value of the underlying reference security, commodity or index. In connection with bilateral swaps, securities and/or cash may be identified as collateral in accordance with the terms of the swap agreement to provide assets of value and recourse in the event of default. The maximum counterparty credit risk is the net present value of the cash flows to be received from or paid to the counterparty over the term of the swap, to the extent that this amount is beneficial to the Fund, in addition to any related collateral posted to the counterparty by the Fund. This risk may be partially reduced by a master netting arrangement between the Fund and the counterparty. Upon entering into a centrally cleared swap, the Fund is required to deposit with a financial intermediary cash or securities (“initial margin”) in an amount equal to a certain percentage of the notional amount of the swap. Subsequent payments (“variation margin”) are made or received by the Fund dependent upon the daily fluctuations in the value of the swap. In a cleared swap transaction, counterparty risk is minimized as the central clearinghouse acts as the counterparty.

An upfront payment, if any, made by the Fund is recorded as an asset in the Statement of Assets and Liabilities. An upfront payment, if any, received by the Fund is recorded as a liability in the Statement of Assets and Liabilities. Payments received or made at the end of the measurement period are recorded as realized gain or loss in the Statement of Operations.

Credit default swaps are agreements between a buyer and a seller of protection against predefined credit events for the reference entity. The Fund may enter into credit default swaps to gain exposure to an underlying issuer’s credit quality characteristics without directly investing in that issuer or to hedge against the risk of a credit event on debt securities. As a seller of a credit default swap, the Fund is required to pay the par (or other agreed-upon) value of the referenced entity to the counterparty with the occurrence of a credit event by a third party, such as a U.S. or foreign corporate issuer, on the reference entity, which would likely result in a loss to the Fund. In return, the Fund receives from the counterparty a periodic stream of payments over the term of the swap provided that no credit event has occurred. If no credit event occurs, the Fund keeps the stream of payments with no payment obligations. The Fund may also buy credit default swaps, in which case the Fund functions as the counterparty referenced above. This involves the risk that the swap may expire worthless. It also involves counterparty risk that the seller may fail to satisfy its payment obligations to the Fund with the occurrence of a credit event. When the Fund sells a credit default swap, it will cover its commitment. This may be achieved by, among other methods, maintaining cash or liquid assets equal to the aggregate notional value of the reference entities for all outstanding credit default swaps sold by the Fund. For the six months ended June 30, 2018, the Fund entered into credit default swap agreements to gain exposure to the underlying issuer’s credit quality characteristics.

Under the terms of a credit default swap, the Fund receives or makes periodic payments based on a specified interest rate on a fixed notional amount. These payments are recorded as a realized gain or loss in the Statement of Operations. Payments received or made as a result of a credit event or termination of the swap are recognized, net of a proportional amount of the upfront payment, as realized gains or losses in the Statement of Operations.

There were no open credit default swap contracts as of June 30, 2018. For the six months ended June 30, 2018, the Fund’s investment in credit default swap contracts sold had a total notional value generally indicative of a range from $0 to $600,000.

Forward Foreign Currency Exchange Contracts. A forward foreign currency exchange contract (“forward currency contract”) is a commitment to purchase or sell a foreign currency at the settlement date at a negotiated rate. For the six months ended June 30, 2018, the Fund entered into forward currency contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign currency denominated portfolio holdings and to facilitate transactions in foreign currency denominated securities.

Forward currency contracts are valued at the prevailing forward exchange rate of the underlying currencies and unrealized gain (loss) is recorded daily. On the settlement date of the forward currency contract, the Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value of the contract at the time it was closed. Certain risks may arise upon entering

 

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into forward currency contracts from the potential inability of counterparties to meet the terms of their contracts. The maximum counterparty credit risk to the Fund is measured by the unrealized gain on appreciated contracts. Additionally, when utilizing forward currency contracts to hedge, the Fund gives up the opportunity to profit from favorable exchange rate movements during the term of the contract.

A summary of the open forward currency contracts as of June 30, 2018 is included in a table following the Fund’s Investment Portfolio. For the six months ended June 30, 2018, the investment in forward currency contracts short vs. U.S. dollars had a total contract value generally indicative of a range from approximately $399,000 to $571,000.

The following table summarizes the value of the Fund’s derivative instruments held as of June 30, 2018 and the related location in the accompanying Statement of Assets and Liabilities, presented by primary underlying risk exposure:

 

Liability Derivative   Forward
Contract
 
Foreign Exchange Contract (a)   $ (361 ) 

The above derivative is located in the following Statement of Assets and Liabilities account:

 

(a) Unrealized depreciation on forward foreign currency contract.

Additionally, the amount of unrealized and realized gains and losses on derivative instruments recognized in Fund earnings during the six months ended June 30, 2018 and the related location in the accompanying Statement of Operations is summarized in the following tables by primary underlying risk exposure:

 

Realized Gain (Loss)   Forward
Contracts
    Swap
Contracts
    Total  
Credit Contracts (b)   $     $ (144   $ (144
Foreign Exchange Contracts (c)     11,261             11,261  
    $ 11,261     $ (144   $ 11,117  

Each of the above derivatives is located in the following Statement of Operations accounts:

 

(b) Net realized gain (loss) from swap contracts

 

(c) Net realized gain (loss) from forward foreign currency contracts

 

Change in Net Unrealized

Appreciation (Depreciation)

  Forward
Contract
 
Foreign Exchange Contract (d)   $ 6,555  

Each of the above derivatives is located in the following Statement of Operations accounts:

 

 

(d) Change in net unrealized appreciation (depreciation) on forward foreign currency contract

As of June 30, 2018, the Fund has transactions subject to enforceable master netting agreements which govern the terms of certain transactions, and reduce the counterparty risk associated with such transactions. Master netting agreements allow a Fund to close out and net total exposure to a counterparty in the event of a deterioration in the credit quality or contractual default with respect to all of the transactions with a counterparty. As defined by the master netting agreement, the Fund may have collateral agreements with certain counterparties to mitigate risk. For financial reporting purposes the Statement of Assets and Liabilities generally shows derivatives assets and liabilities on a gross basis, which reflects the full risks and exposures prior to netting. A reconciliation of the gross amounts on the Statement of Assets and Liabilities to the net amounts by a counterparty, including any collateral exposure, is included in the following table:

 

Counterparty   Gross Amounts
of Liabilities
Presented in the
Statement of
Assets and
Liabilities
    Financial
Instruments
and
Derivatives
Available
for Offset
    Collateral
Pledged
    Net Amount of
Derivative
Liabilities
 
Bank of America   $ 361     $     $     $ 361  

C. Purchases and Sales of Securities

During the six months ended June 30, 2018, purchases and sales of investment transactions (excluding short-term investments and U.S. Treasury securities) aggregated $18,812,703 and $22,166,956, respectively.

 

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D. Related Parties

Management Agreement. Under the Investment Management Agreement with DWS Investment Management Americas, Inc. (formerly Deutsche Investment Management Americas Inc.) (“DIMA” or the “Advisor”), an indirect, wholly owned subsidiary of DWS Group GmbH & Co. KGaA (“DWS Group”), the Advisor directs the investments of the Fund in accordance with its investment objectives, policies and restrictions. The Advisor determines the securities, instruments and other contracts relating to investments to be purchased, sold or entered into by the Fund.

Pursuant to the Investment Management Agreement with the Advisor, the Fund pays a monthly management fee based on the Fund’s average daily net assets, computed and accrued daily and payable monthly, at the following annual rates:

 

First $250 million     .500
Next $750 million     .470
Next $1.5 billion     .450
Next $2.5 billion     .430
Next $2.5 billion     .400
Next $2.5 billion     .380
Next $2.5 billion     .360
Over $12.5 billion     .340

Accordingly, for the six months ended June 30, 2018, the fee pursuant to the Investment Management Agreement was equivalent to an annualized rate (exclusive of any applicable waivers/reimbursements) of 0.50% of the Fund’s average daily net assets.

For the period from January 1, 2018 through April 30, 2019, the Advisor has contractually agreed to waive all or a portion of its fees and/or reimburse certain operating expenses of the Fund to the extent necessary to maintain the total annual operating expenses (excluding certain expenses such as extraordinary expenses, taxes, brokerage and interest expense) of each class as follows:

 

Class A     .69
Class B     .97

For the six months ended June 30, 2018, fees waived and/or expenses reimbursed for each class are as follows:

 

Class A   $ 61,313  
Class B     254  
    $ 61,567  

Administration Fee. Pursuant to an Administrative Services Agreement, DIMA provides most administrative services to the Fund. For all services provided under the Administrative Services Agreement, the Fund pays DIMA an annual fee (“Administration Fee”) of 0.10% of the Fund’s average daily net assets, computed and accrued daily and payable monthly. For the six months ended June 30, 2018, the Administration Fee was $29,585, of which $4,796 is unpaid.

Service Provider Fees. DWS Service Company (“DSC”), an affiliate of the Advisor, is the transfer agent, dividend-paying agent and shareholder service agent for the Fund. Pursuant to a sub-transfer agency agreement between DSC and DST Systems, Inc. (“DST”), DSC has delegated certain transfer agent, dividend-paying agent and shareholder service agent functions to DST. DSC compensates DST out of the shareholder servicing fee it receives from the Fund. For the six months ended June 30, 2018, the amounts charged to the Fund by DSC were as follows:

 

Services to Shareholders   Total
Aggregated
    Unpaid at
June 30, 2018
 
Class A   $ 139     $ 49  
Class B     25       8  
    $ 164     $ 57  

Distribution Service Agreement. Under the Fund’s Class B 12b-1 plan, DWS Distributors, Inc. (“DDI”) received a fee (“Distribution Service Fee”) of 0.25% of average daily net assets of Class B shares. For the six months ended June 30, 2018, the Distribution Service Fee was $203, of which $39 is unpaid.

 

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Typesetting and Filing Service Fees. Under an agreement with DIMA, DIMA is compensated for providing certain pre-press and regulatory filing services to the Fund. For the six months ended June 30, 2018, the amount charged to the Fund by DIMA included in the Statement of Operations under “Reports to shareholders” aggregated $7,116, all of which is unpaid.

Trustees’ Fees and Expenses. The Fund paid retainer fees to each Trustee not affiliated with the Advisor, plus specified amounts to the Board Chairperson and Vice Chairperson and to each committee Chairperson.

Affiliated Cash Management Vehicles. The Fund may invest uninvested cash balances in DWS Central Cash Management Government Fund and DWS Variable NAV Money Fund, affiliated money market funds which are managed by the Advisor. Each affiliated money market fund is managed in accordance with Rule 2a-7 under the 1940 Act, which governs the quality, maturity, diversity and liquidity of instruments in which a money market fund may invest. DWS Central Cash Management Government Fund seeks to maintain a stable net asset value, and DWS Variable NAV Money Fund maintains a floating net asset value. The Fund indirectly bears its proportionate share of the expenses of each affiliated money market fund in which it invests. DWS Central Cash Management Government Fund does not pay the Advisor an investment management fee. To the extent that DWS Variable NAV Money Fund pays an investment management fee to the Advisor, the Advisor will waive an amount of the investment management fee payable to the Advisor by the Fund equal to the amount of the investment management fee payable on the Fund’s assets invested in DWS Variable NAV Money Fund.

Security Lending Fees. Deutsche Bank AG serves as lending agent for the Fund. For the six months ended June 30, 2018, the Fund incurred lending agent fees to Deutsche Bank AG for the amount of $1,510.

E. Investing in High-Yield Debt Securities

High-yield debt securities or junk bonds are generally regarded as speculative with respect to the issuer’s continuing ability to meet principal and interest payments. The Fund’s performance could be hurt if an issuer of a debt security suffers an adverse change in financial condition that results in the issuer not making timely payments of interest or principal, a security downgrade or an inability to meet a financial obligation. High-yield debt securities’ total return and yield may generally be expected to fluctuate more than the total return and yield of investment-grade debt securities. A real or perceived economic downturn or an increase in market interest rates could cause a decline in the value of high-yield debt securities, result in increased redemptions and/or result in increased portfolio turnover, which could result in a decline in net asset value of the fund, reduce liquidity for certain investments and/or increase costs. High-yield debt securities are often thinly traded and can be more difficult to sell and value accurately than investment-grade debt securities as there may be no established secondary market. Investments in high yield debt securities could increase liquidity risk for the fund. In addition, the market for high-yield debt securities can experience sudden and sharp volatility which is generally associated more with investments in stocks.

F. Ownership of the Fund

At June 30, 2018, two participating insurance companies were owners of record of 10% or more of the total outstanding Class A shares of the Fund, each owning 74% and 18%. Two participating insurance companies were owners of record of 10% or more of the total outstanding Class B shares of the Fund, each owning 66% and 29%.

G. Line of Credit

The Fund and other affiliated funds (the “Participants”) share in a $400 million revolving credit facility provided by a syndication of banks. The Fund may borrow for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities. The Participants are charged an annual commitment fee which is allocated based on net assets, among each of the Participants. Interest is calculated at a rate per annum equal to the sum of the Federal Funds Rate plus 1.25 percent plus if the one-month LIBOR exceeds the Federal Funds Rate, the amount of such excess. The Fund may borrow up to a maximum of 33 percent of its net assets under the agreement. The Fund had no outstanding loans at June 30, 2018.

H. Name Changes

In connection with adoption of the DWS brand, effective July 2, 2018, Deutsche Investment Management Americas Inc., the Advisor, was renamed to DWS Investment Management Americas, Inc. In addition, the “Deutsche Funds” became known as the “DWS Funds.” As a result, Deutsche Variable Series II was renamed Deutsche DWS Variable Series II and Deutsche High Income VIP was renamed DWS High Income VIP.

 

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Information About Your Fund’s Expenses   (Unaudited)

As an investor of the Fund, you incur two types of costs: ongoing expenses and transaction costs. Ongoing expenses include management fees, distribution and service (12b-1) fees and other Fund expenses. Examples of transaction costs include contract charges, which are not shown in this section. The following tables are intended to help you understand your ongoing expenses (in dollars) of investing in the Fund and to help you compare these expenses with the ongoing expenses of investing in other mutual funds. In the most recent six-month period, the Fund limited these expenses; had it not done so, expenses would have been higher. The example in the table is based on an investment of $1,000 invested at the beginning of the six-month period and held for the entire period (January 1, 2018 to June 30, 2018).

The tables illustrate your Fund’s expenses in two ways:

 

Actual Fund Return. This helps you estimate the actual dollar amount of ongoing expenses (but not transaction costs) paid on a $1,000 investment in the Fund using the Fund’s actual return during the period. To estimate the expenses you paid over the period, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the “Expenses Paid per $1,000” line under the share class you hold.

 

Hypothetical 5% Fund Return. This helps you to compare your Fund’s ongoing expenses (but not transaction costs) with those of other mutual funds using the Fund’s actual expense ratio and a hypothetical rate of return of 5% per year before expenses. Examples using a 5% hypothetical Fund return may be found in the shareholder reports of other mutual funds. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period.

Please note that the expenses shown in these tables are meant to highlight your ongoing expenses only and do not reflect any transaction costs. The “Expenses Paid per $1,000” line of the tables is useful in comparing ongoing expenses only and will not help you determine the relative total expense of owning different funds. If these transaction costs had been included, your costs would have been higher.

 

Expenses and Value of a $1,000 Investment for the six months ended June 30, 2018  
Actual Fund Return   Class A     Class B  
Beginning Account Value 1/1/18   $ 1,000.00     $ 1,000.00  
Ending Account Value 6/30/18   $ 997.00     $ 996.20  
Expenses Paid per $1,000*   $ 3.42     $ 4.80  
Hypothetical 5% Fund Return   Class A     Class B  
Beginning Account Value 1/1/18   $ 1,000.00     $ 1,000.00  
Ending Account Value 6/30/18   $ 1,021.37     $ 1,019.98  
Expenses Paid per $1,000*   $ 3.46     $ 4.86  

 

* Expenses are equal to the Fund’s annualized expense ratio for each share class, multiplied by the average account value over the period, multiplied by 181 (the number of days in the most recent six-month period), then divided by 365.

 

Annualized Expense Ratios   Class A     Class B  
Deutsche DWS Variable Series II — DWS High Income VIP     .69     .97

For more information, please refer to the Fund’s prospectus.

These tables do not reflect charges and fees (“contract charges”) associated with the separate account that invests in the Fund or any variable life insurance policy or variable annuity contract for which the Fund is an investment option.

For an analysis of the fees associated with an investment in the Fund or similar funds, please refer to the current and hypothetical expense calculators for Variable Insurance Products which can be found at dws.com/calculators.

 

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Proxy Voting

The Trust’s policies and procedures for voting proxies for portfolio securities and information about how the Trust voted proxies related to its portfolio securities during the most recent 12-month period ended June 30 are available on our Web site — dws.com/en-us/resources/proxy-voting — or on the SEC’s Web site — sec.gov. To obtain a written copy of the Trust’s policies and procedures without charge, upon request, call us toll free at (800) 728-3337.

 

 

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Advisory Agreement Board Considerations and Fee Evaluation

The Board of Trustees (hereinafter referred to as the “Board” or “Trustees”) approved the renewal of Deutsche High Income VIP’s (now known as DWS High Income VIP) (the “Fund”) investment management agreement (the “Agreement”) with Deutsche Investment Management Americas Inc. (now known as DWS Investment Management Americas, Inc.) (“DIMA”) in September 2017.

In terms of the process that the Board followed prior to approving the Agreement, shareholders should know that:

 

  During the entire process, all of the Fund’s Trustees were independent of DIMA and its affiliates (the “Independent Trustees”).

 

  The Board met frequently during the past year to discuss fund matters and dedicated a substantial amount of time to contract review matters. Over the course of several months, the Board’s Contract Committee reviewed extensive materials received from DIMA, independent third parties and independent counsel. These materials included an analysis of the Fund’s performance, fees and expenses, and profitability from a fee consultant retained by the Fund’s Independent Trustees (the “Fee Consultant”). Based on its evaluation of the information provided, the Contract Committee presented its findings and recommendations to the Board. The Board then reviewed the Contract Committee’s findings and recommendations.

 

  The Board also received extensive information throughout the year regarding performance of the Fund.

 

  The Independent Trustees regularly met privately with counsel to discuss contract review and other matters. In addition, the Independent Trustees were advised by the Fee Consultant in the course of their review of the Fund’s contractual arrangements and considered a comprehensive report prepared by the Fee Consultant in connection with their deliberations.

 

  In connection with reviewing the Agreement, the Board also reviewed the terms of the Fund’s Rule 12b-1 plan, distribution agreement, administrative services agreement, transfer agency agreement and other material service agreements.

In connection with the contract review process, the Contract Committee and the Board considered the factors discussed below, among others. The Board also considered that DIMA and its predecessors have managed the Fund since its inception, and the Board believes that a long-term relationship with a capable, conscientious advisor is in the best interests of the Fund. The Board considered, generally, that shareholders chose to invest or remain invested in the Fund knowing that DIMA managed the Fund, and that the Agreement was approved by the Fund’s shareholders. DIMA is part of Deutsche Bank AG’s (“Deutsche Bank”) Asset Management (“Deutsche AM”) division. Deutsche AM is a global asset management business that offers a wide range of investing expertise and resources, including research capabilities in many countries throughout the world.

As part of the contract review process, the Board carefully considered the fees and expenses of each Deutsche fund overseen by the Board in light of the fund’s performance. In many cases, this led to the negotiation and implementation of expense caps. As part of these negotiations, the Board indicated that it would consider relaxing these caps in future years following sustained improvements in performance, among other considerations.

While shareholders may focus primarily on fund performance and fees, the Fund’s Board considers these and many other factors, including the quality and integrity of DIMA’s personnel and administrative support services provided by DIMA, such as back-office operations, fund valuations, and compliance policies and procedures.

Nature, Quality and Extent of Services. The Board considered the terms of the Agreement, including the scope of advisory services provided under the Agreement. The Board noted that, under the Agreement, DIMA provides portfolio management services to the Fund and that, pursuant to a separate administrative services agreement, DIMA provides administrative services to the Fund. The Board considered the experience and skills of senior management and investment personnel and the resources made available to such personnel. The Board reviewed the Fund’s performance over short-term and long-term periods and compared those returns to various agreed-upon performance measures, including market index(es) and a peer universe compiled using information supplied by Morningstar Direct (“Morningstar”), an independent fund data service. The Board also noted that it has put into place a process of identifying “Funds in Review” (e.g., funds performing poorly relative to a peer universe), and receives additional reporting from DIMA regarding such funds and, where appropriate, DIMA’s plans to address underperformance. The Board

 

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believes this process is an effective manner of identifying and addressing underperforming funds. Based on the information provided, the Board noted that, for the one-, three- and five-year periods ended December 31, 2016, the Fund’s performance (Class A shares) was in the 3rd quartile, 4th quartile and 4th quartile, respectively, of the applicable Morningstar universe (the 1st quartile being the best performers and the 4th quartile being the worst performers). The Board also observed that the Fund has underperformed its benchmark in the one-, three- and five-year periods ended December 31, 2016. The Board noted the disappointing investment performance of the Fund in recent periods and continued to discuss with senior management of DIMA the factors contributing to such underperformance and actions being taken to improve performance. The Board observed that the Fund had experienced improved relative performance during the first eight months of 2017. The Board recognized the efforts by DIMA in recent years to enhance its investment platform and improve long-term performance across the Deutsche fund complex.

Fees and Expenses. The Board considered the Fund’s investment management fee schedule, operating expenses and total expense ratios, and comparative information provided by Broadridge Financial Solutions, Inc. (“Broadridge”) and the Fee Consultant regarding investment management fee rates paid to other investment advisors by similar funds (1st quartile being the most favorable and 4th quartile being the least favorable). With respect to management fees paid to other investment advisors by similar funds, the Board noted that the contractual fee rates paid by the Fund, which include a 0.10% fee paid to DIMA under the Fund’s administrative services agreement, were lower than the median (1st quartile) of the applicable Broadridge peer group (based on Broadridge data provided as of December 31, 2016). The Board noted that the Fund’s Class A shares total (net) operating expenses were expected to be lower than the median (2nd quartile) of the applicable Broadridge expense universe (based on Broadridge data provided as of December 31, 2016, and analyzing Broadridge expense universe Class A (net) expenses less any applicable 12b-1 fees) (“Broadridge Universe Expenses”). The Board also reviewed data comparing each share class’s total (net) operating expenses to the applicable Broadridge Universe Expenses. The Board noted that the expense limitations agreed to by DIMA were expected to help the Fund’s total (net) operating expenses remain competitive. The Board considered the Fund’s management fee rate as compared to fees charged by DIMA to comparable Deutsche U.S. registered funds (“Deutsche Funds”) and considered differences between the Fund and the comparable Deutsche Funds. The information requested by the Board as part of its review of fees and expenses also included information about institutional accounts (including any sub-advised funds and accounts) and funds offered primarily to European investors (“Deutsche Europe funds”) managed by Deutsche AM. The Board noted that DIMA indicated that Deutsche AM does not manage any institutional accounts or Deutsche Europe funds comparable to the Fund.

On the basis of the information provided, the Board concluded that management fees were reasonable and appropriate in light of the nature, quality and extent of services provided by DIMA.

Profitability. The Board reviewed detailed information regarding revenues received by DIMA under the Agreement. The Board considered the estimated costs to DIMA, and pre-tax profits realized by DIMA, from advising the Deutsche Funds, as well as estimates of the pre-tax profits attributable to managing the Fund in particular. The Board also received information regarding the estimated enterprise-wide profitability of DIMA and its affiliates with respect to all fund services in totality and by fund. The Board and the Fee Consultant reviewed DIMA’s methodology in allocating its costs to the management of the Fund. Based on the information provided, the Board concluded that the pre-tax profits realized by DIMA in connection with the management of the Fund were not unreasonable. The Board also reviewed certain publicly available information regarding the profitability of certain similar investment management firms. The Board noted that, while information regarding the profitability of such firms is limited (and in some cases is not necessarily prepared on a comparable basis), DIMA and its affiliates’ overall profitability with respect to the Deutsche Funds (after taking into account distribution and other services provided to the funds by DIMA and its affiliates) was lower than the overall profitability levels of most comparable firms for which such data was available.

Economies of Scale. The Board considered whether there are economies of scale with respect to the management of the Fund and whether the Fund benefits from any economies of scale. The Board noted that the Fund’s investment management fee schedule includes fee breakpoints. The Board concluded that the Fund’s fee schedule represents an appropriate sharing between the Fund and DIMA of such economies of scale as may exist in the management of the Fund at current asset levels.

Other Benefits to DIMA and Its Affiliates. The Board also considered the character and amount of other incidental benefits received by DIMA and its affiliates, including any fees received by DIMA for administrative services provided to the Fund, any fees received by an affiliate of DIMA for transfer agency services provided

 

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to the Fund and any fees received by an affiliate of DIMA for distribution services. The Board also considered benefits to DIMA related to brokerage and soft-dollar allocations, including allocating brokerage to pay for research generated by parties other than the executing broker dealers, which pertain primarily to funds investing in equity securities. In addition, the Board considered the incidental public relations benefits to DIMA related to Deutsche Funds advertising and cross-selling opportunities among DIMA products and services. The Board considered these benefits in reaching its conclusion that the Fund’s management fees were reasonable.

Compliance. The Board considered the significant attention and resources dedicated by DIMA to documenting and enhancing its compliance processes in recent years. The Board noted in particular (i) the experience, seniority and time commitment of the individuals serving as DIMA’s and the Fund’s chief compliance officers; (ii) the large number of DIMA compliance personnel; and (iii) the substantial commitment of resources by DIMA and its affiliates to compliance matters.

Based on all of the information considered and the conclusions reached, the Board unanimously determined that the continuation of the Agreement is in the best interests of the Fund. In making this determination, the Board did not give particular weight to any single factor identified above. The Board considered these factors over the course of numerous meetings, certain of which were in executive session with only the Independent Trustees and counsel present. It is possible that individual Independent Trustees may have weighed these factors differently in reaching their individual decisions to approve the continuation of the Agreement.

 

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LOGO

  VS2HI-3 (R-028385-7 8/18)


Table of Contents

June 30, 2018

Semiannual Report

Deutsche DWS Variable Series II

(formerly Deutsche Variable Series II)

 

 

DWS International Growth VIP

(formerly Deutsche International Growth VIP)

LOGO


Table of Contents

Contents

 

  3      Performance Summary
  4      Portfolio Summary
  4      Portfolio Management Team
  5      Investment Portfolio
  8      Statement of Assets and Liabilities
  8      Statement of Operations
  9      Statements of Changes in Net Assets
  10      Financial Highlights
  11      Notes to Financial Statements
  16      Information About Your Fund’s Expenses
  17      Proxy Voting
  18      Advisory Agreement Board Considerations and Fee Evaluation

 

This report must be preceded or accompanied by a prospectus. To obtain an additional prospectus or summary prospectus, if available, call (800) 728-3337 or your financial representative. We advise you to consider the Fund’s objectives, risks, charges and expenses carefully before investing. The summary prospectus and prospectus contain this and other important information about the Fund. Please read the prospectus carefully before you invest.

Stocks may decline in value. Smaller company stocks tend to be more volatile than medium-sized or large company stocks. Investing in foreign securities, particularly those of emerging markets, presents certain risks, such as currency fluctuations, political and economic changes, and market risks. Emerging markets tend to be more volatile and less liquid than the markets of more mature economies, and generally have less diverse and less mature economic structures and less stable political systems than those of developed countries. Investing in derivatives entails special risks relating to liquidity, leverage and credit that may reduce returns and/or increase volatility. The Fund may lend securities to approved institutions. Please read prospectus for details.

The brand DWS represents DWS Group GmbH & Co. KGaA and any of its subsidiaries such as DWS Distributors, Inc. which offers investment products or DWS Investment Management Americas, Inc. and RREEF America L.L.C. which offer advisory services.

DWS Distributors, Inc., 222 South Riverside Plaza, Chicago, IL 60606, (800) 621-1148

NOT FDIC/NCUA INSURED     NO BANK GUARANTEE     MAY LOSE VALUE     NOT A DEPOSIT

NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY

 

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Performance Summary   June 30, 2018 (Unaudited)

Fund performance shown is historical, assumes reinvestment of all dividend and capital gain distributions and does not guarantee future results. Investment return and principal value fluctuate with changing market conditions so that, when redeemed, shares may be worth more or less than their original cost. Current performance may be lower or higher than the performance data quoted. Please contact your participating insurance company for the Fund’s most recent month-end performance. Performance does not reflect charges and fees (“contract charges”) associated with the separate account that invests in the Fund or any variable life insurance policy or variable annuity contract for which the Fund is an investment option. These charges and fees will reduce returns. While all share classes have the same underlying portfolio, their performance will differ.

The gross expense ratios of the Fund, as stated in the fee table of the prospectus dated May 1, 2018 are 1.33% and 1.67% for Class A and Class B shares, respectively, and may differ from the expense ratios disclosed in the Financial Highlights tables in this report.

Generally accepted accounting principles require adjustments to be made to the net assets of the Fund at period end for financial reporting purposes only, and as such, the total return based on the unadjusted net asset value per share may differ from the total return reported in the financial highlights.

Growth of an Assumed $10,000 Investment in DWS Global Growth VIP

 

 

LOGO   

The MSCI All Country World ex-USA Index is designed to provide a broad measure of stock performance throughout the world, with the exception of U.S.-based companies. The MSCI All Country World ex-USA Index includes both developed and emerging markets.

 

Index returns do not reflect any fees or expenses and it is not possible to invest directly into an index.

The growth of $10,000 is cumulative.

 

Comparative Results                                   
DWS International Growth VIP         6-Month    1-Year    3-Year    5-Year    10-Year
Class A   Growth of $10,000    $9,748    $10,577    $12,039    $14,634    $15,098
    Average annual total return    -2.52%    5.77%    6.38%    7.91%    4.21%
MSCI All Country World
ex-USA Index
  Growth of $10,000    $9,623    $10,728    $11,598    $13,379    $12,853
  Average annual total return    -3.77%    7.28%    5.07%    5.99%    2.54%
DWS International Growth VIP         6-Month    1-Year    3-Year    5-Year    10-Year
Class B   Growth of $10,000    $9,740    $10,550    $11,950    $14,419    $14,619
    Average annual total return    -2.60%    5.50%    6.12%    7.59%    3.87%
MSCI All Country World
ex-USA Index
  Growth of $10,000    $9,623    $10,728    $11,598    $13,379    $12,853
  Average annual total return    -3.77%    7.28%    5.07%    5.99%    2.54%

 

 

Total returns shown for periods less than one year are not annualized.

 

Deutsche DWS Variable Series II —

DWS International Growth VIP

  |   3


Table of Contents
Portfolio Summary   (Unaudited)

 

Asset Allocation (As a % of Investment Portfolio excluding Securities Lending Collateral)    6/30/18      12/31/17  
Common Stocks      99%        96%  
Cash Equivalents      1%        4%  
Preferred Stocks      0%        0%  
Warrants      0%        0%  
       100%        100%  

Sector Diversification

(As a % of Investment Portfolio excluding Cash Equivalents and Securities Lending Collateral)

   6/30/18      12/31/17  
Financials      21%        22%  
Information Technology      21%        17%  
Industrials      15%        17%  
Consumer Discretionary      14%        14%  
Health Care      14%        14%  
Materials      8%        6%  
Consumer Staples      4%        6%  
Energy      3%        3%  
Telecommunication Services             1%  
       100%        100%  

Geographical Diversification

(As a % of Investment Portfolio excluding Cash Equivalents and Securities Lending Collateral)

   6/30/18      12/31/17  
Germany      15%        11%  
France      13%        12%  
Canada      10%        12%  
China      9%        7%  
United States      8%        12%  
Switzerland      8%        7%  
Japan      8%        6%  
United Kingdom      7%        10%  
Netherlands      5%        3%  
Luxembourg      3%        1%  
Sweden      2%        2%  
Singapore      2%        2%  
Korea      2%        1%  
Other      8%        14%  
       100%        100%  

Portfolio holdings and characteristics are subject to change.

For more complete details about the Fund’s investment portfolio, see page 5.

Following the Fund’s fiscal first and third quarter-end, a complete portfolio holdings listing is filed with the SEC on Form N-Q. The form will be available on the SEC’s Web site at sec.gov, and it also may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the SEC’s Public Reference Room may be obtained by calling (800) SEC-0330. The Fund’s portfolio holdings are also posted on dws.com from time to time. Please see the Fund’s current prospectus for more information.

Portfolio Management Team

Sebastian P. Werner, PhD, Director

Mark Schumann, CFA, Director

Portfolio Managers

 

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DWS International Growth VIP


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Investment Portfolio   June 30, 2018 (Unaudited)

 

    Shares     Value ($)  
Common Stocks 97.8%    
Argentina 0.2%  

Grupo Supervielle SA (ADR) (Cost $60,543)

    3,900       41,262  

Australia 0.5%

 

Australia & New Zealand Banking Group Ltd. (Cost $98,030)

    4,400       92,052  

Brazil 0.4%

 

Pagseguro Digital Ltd. “A”* (a) (Cost $72,851)

    2,674       74,204  

Canada 9.6%

 

Agnico Eagle Mines Ltd.

    5,200       238,393  

Alimentation Couche-Tard, Inc. “B”

    3,700       160,733  

Brookfield Asset Management, Inc. “A”

    9,600       389,433  

Canada Goose Holdings, Inc.*

    3,820       224,670  

Canadian National Railway Co.

    2,973       243,172  

Gildan Activewear, Inc.

    4,987       140,470  

Toronto-Dominion Bank

    4,770       276,081  
   

 

 

 

(Cost $1,185,240)

 

    1,672,952  

China 9.0%

 

Alibaba Group Holding Ltd. (ADR)* (b)

    2,000       371,060  

China Life Insurance Co., Ltd. “H”

    74,000       191,407  

Minth Group Ltd.

    26,870       113,851  

Momo, Inc. (ADR)*

    3,200       139,200  

New Oriental Education & Technology Group, Inc. (ADR)

    1,467       138,866  

Ping An Healthcare and Technology Co., Ltd. 144A*

    2,100       13,370  

Ping An Insurance (Group) Co. of China Ltd. “H”

    29,000       267,412  

Tencent Holdings Ltd.

    6,300       317,649  
   

 

 

 

(Cost $1,233,557)

 

    1,552,815  

Denmark 0.6%

 

Chr Hansen Holding AS (Cost $102,932)

    1,174       108,412  

Finland 1.1%

 

Sampo Oyj “A” (Cost $188,274)

    3,850       187,866  

France 12.9%

 

Air Liquide SA

    1,800       225,766  

Capgemini SE

    2,800       375,900  

LVMH Moet Hennessy Louis Vuitton SE

    900       298,857  

Schneider Electric SE

    2,680       223,341  

SMCP SA 144A*

    6,200       177,836  

Teleperformance

    1,200       211,920  

TOTAL SA (b)

    4,823       293,457  

VINCI SA

    2,689       258,216  

Vivendi SA

    7,235       176,727  
   

 

 

 

(Cost $2,032,208)

 

    2,242,020  

Germany 14.2%

 

adidas AG

    600       131,016  

Allianz SE (Registered)

    1,500       309,933  

BASF SE

    2,275       217,265  

Continental AG

    600       136,881  

DWS Boerse AG

    2,365       315,119  

DWS Post AG (Registered)

    3,430       111,755  
    Shares     Value ($)  

Evonik Industries AG

    6,800       232,566  

Fresenius Medical Care AG & Co. KGaA

    3,930       396,042  

Infineon Technologies AG

    4,500       114,617  

LANXESS AG

    2,300       178,934  

SAP SE

    830       95,933  

Siemens AG (Registered)

    1,730       228,095  
   

 

 

 

(Cost $2,385,870)

 

    2,468,156  

Hong Kong 0.7%

 

Techtronic Industries Co., Ltd. (Cost $52,263)

    22,097       123,952  

Indonesia 0.4%

 

PT Bank Rakyat Indonesia Persero Tbk (Cost $59,958)

    321,100       63,764  

Ireland 1.2%

 

Kerry Group PLC “A” (Cost $134,923)

    1,998       209,002  

Italy 1.0%

 

Luxottica Group SpA (Cost $164,181)

    2,700       173,983  

Japan 7.3%

 

Daikin Industries Ltd.

    1,200       144,028  

FANUC Corp.

    800       159,060  

Hoya Corp.

    3,500       199,263  

Keyence Corp.

    300       169,965  

Komatsu Ltd.

    4,500       128,897  

MISUMI Group, Inc.

    5,011       146,281  

Mitsubishi UFJ Financial Group, Inc.

    37,400       214,174  

Omron Corp.

    2,400       112,176  
   

 

 

 

(Cost $1,240,111)

 

    1,273,844  

Korea 1.5%

 

Samsung Electronics Co., Ltd. (Cost $260,570)

    6,000       251,619  

Luxembourg 2.8%

 

Eurofins Scientific

    470       261,173  

Globant SA* (a)

    4,036       229,205  
   

 

 

 

(Cost $351,431)

 

    490,378  

Macau 1.0%

 

Sands China Ltd. (Cost $168,294)

    31,600       169,153  

Malaysia 1.0%

 

IHH Healthcare Bhd. (Cost $158,818)

    114,000       172,402  

Netherlands 4.8%

 

Adyen NV 144A*

    11       6,060  

ASML Holding NV

    1,272       251,794  

Core Laboratories NV (a)

    772       97,434  

ING Groep NV

    19,900       285,217  

Koninklijke Philips NV

    4,300       182,759  
   

 

 

 

(Cost $786,896)

 

    823,264  

Norway 0.5%

 

Marine Harvest ASA (Cost $47,889)

    4,156       82,691  

Singapore 1.9%

 

DBS Group Holdings Ltd. (Cost $264,978)

    17,000       331,870  
 

 

The accompanying notes are an integral part of the financial statements.

 

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DWS International Growth VIP

  |   5


Table of Contents
    Shares     Value ($)  

South Africa 0.7%

 

Naspers Ltd. “N” (Cost $108,052)

    475       120,964  

Sweden 2.1%

 

Assa Abloy AB “B”

    8,900       189,506  

Nobina AB 144A

    22,500       172,252  
   

 

 

 

(Cost $255,185)

 

    361,758  

Switzerland 7.5%

 

Julius Baer Group Ltd.*

    3,615       211,608  

Lonza Group AG (Registered)*

    1,675       443,972  

Nestle SA (Registered)

    3,425       265,789  

Novartis AG (Registered)

    2,550       193,065  

Roche Holding AG (Genusschein)

    801       177,859  
   

 

 

 

(Cost $1,110,485)

 

    1,292,293  

Taiwan 0.9%

 

Taiwan Semiconductor Manufacturing Co., Ltd. (Cost $127,110)

    21,000       149,810  

United Kingdom 6.5%

 

Clinigen Healthcare Ltd.

    5,959       72,105  

Compass Group PLC

    14,800       315,800  

Experian PLC

    16,000       394,719  

Halma PLC

    6,268       113,183  

Prudential PLC

    9,884       225,836  
   

 

 

 

(Cost $958,465)

 

    1,121,643  

United States 7.5%

 

Activision Blizzard, Inc.

    2,058       157,067  

Amphenol Corp. “A”

    1,160       101,094  

Celgene Corp.*

    705       55,991  

Ecolab, Inc.

    704       98,792  

EPAM Systems, Inc.*

    1,215       151,061  

Marsh & McLennan Companies, Inc.

    2,176       178,367  

MasterCard, Inc. “A”

    992       194,948  

NVIDIA Corp.

    689       163,224  

Schlumberger Ltd.

    1,736       116,364  

Thermo Fisher Scientific, Inc.

    438       90,727  
   

 

 

 

(Cost $803,878)

            1,307,635  
Total Common Stocks (Cost $14,412,992)       16,959,764  
    Shares     Value ($)  
Warrants 0.0%  
France  

Parrot SA Expiration Date (c) 12/15/2022*

    924       74  

Parrot SA Expiration Date (c) 12/22/2022*

    924       79  
   

 

 

 

Total Warrants (Cost $0)

 

    153  
Preferred Stocks 0.1%  
United States  

Providence Service Corp. (c) (Cost $13,600)

    136       26,787  
Securities Lending Collateral 1.1%  

DWS Government & Agency Securities Portfolio “DWS Government Cash Institutional Shares”, 1.80% (d) (e) (Cost $193,000)

    193,000       193,000  
Cash Equivalents 1.4%  

DWS Central Cash Management Government Fund, 1.85% (d) (Cost $239,177)

    239,177       239,177  
    % of Net
Assets
    Value ($)  

Total Investment Portfolio
(Cost $14,858,769)

    100.4       17,418,881  
Other Assets and Liabilities, Net     (0.4     (73,190
Net Assets     100.0       17,345,691  
 

A summary of the Fund’s transactions with affiliated investments during the period ended June 30, 2018 are as follows:

 

Value ($) at
12/31/2017
  Purchases
Cost ($)
    Sales
Proceeds ($)
    Net
Realized
Gain/
(Loss) ($)
    Net Change in
Unrealized
Appreciation
(Depreciation) ($)
    Income ($)     Capital Gain
Distributions ($)
    Number
of Shares
at
6/30/2018
    Value ($)
at
6/30/2018
 

Securities Lending Collateral 1.1%

 

       

DWS Government & Agency Securities Portfolio “DWS Government Cash Institutional Shares”, 1.80% (d) (e)

 

88,780     104,220                         2,292             193,000       193,000  

Cash Equivalents 1.4%

 

       

DWS Central Cash Management Government Fund, 1.85% (d)

 

687,282     3,505,549       3,953,654                   2,868             239,177       239,177  
776,062     3,609,769       3,953,654                   5,160             432,177       432,177  

 

* Non-income producing security.

 

(a) Listed on the New York Stock Exchange.

 

(b) All or a portion of these securities were on loan. In addition, “Other Assets and Liabilities, Net” may include pending sales that are also on loan. The value of securities loaned at June 30, 2018 amounted to $185,530, which is 1.1% of net assets.

 

(c) Investment was valued using significant unobservable inputs.

 

(d) Affiliated fund managed by Deutsche Investment Management Americas Inc. The rate shown is the annualized seven-day yield at period end.

 

(e) Represents collateral held in connection with securities lending. Income earned by the Fund is net of borrower rebates. Represents the net increase (purchase cost) or decrease (sales proceeds) in the amount invested for the period ended June 30, 2018.

 

The accompanying notes are an integral part of the financial statements.

 

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DWS International Growth VIP


Table of Contents

144A: Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers.

ADR: American Depositary Receipt

Fair Value Measurements

Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in three broad levels. Level 1 includes quoted prices in active markets for identical securities. Level 2 includes other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds and credit risk). Level 3 includes significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments). The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities.

The following is a summary of the inputs used as of June 30, 2018 in valuing the Fund’s investments. For information on the Fund’s policy regarding the valuation of investments, please refer to the Security Valuation section of Note A in the accompanying Notes to Financial Statements.

 

Assets   Level 1     Level 2     Level 3      Total  

Common Stocks

        

Argentina

  $ 41,262     $     $      $ 41,262  

Australia

          92,052              92,052  

Brazil

    74,204                    74,204  

Canada

    1,672,952                    1,672,952  

China

    649,126       903,689              1,552,815  

Denmark

          108,412              108,412  

Finland

          187,866              187,866  

France

          2,242,020              2,242,020  

Germany

          2,468,156              2,468,156  

Hong Kong

          123,952              123,952  

Indonesia

          63,764              63,764  

Ireland

          209,002              209,002  

Italy

          173,983              173,983  

Japan

          1,273,844              1,273,844  

Korea

          251,619              251,619  

Luxembourg

    229,205       261,173              490,378  

Macau

          169,153              169,153  

Malaysia

          172,402              172,402  

Netherlands

    97,434       725,830              823,264  

Norway

          82,691              82,691  

Singapore

          331,870              331,870  

South Africa

          120,964              120,964  

Sweden

          361,758              361,758  

Switzerland

          1,292,293              1,292,293  

Taiwan

          149,810              149,810  

United Kingdom

          1,121,643              1,121,643  

United States

    1,307,635                    1,307,635  
Warrants                 153        153  
Preferred Stocks                 26,787        26,787  
Short-Term Investments (f)     432,177                    432,177  
Total   $     4,503,995     $     12,887,946     $     26,940      $     17,418,881  

As a result of the fair valuation model utilized by the Fund, certain international securities transferred from Level 1 to Level 2. During the period ended June 30, 2018, the amount of the transfers between Level 1 and Level 2 was $197,711.

Transfers between price levels are recognized at the beginning of the reporting period.

 

(f)

See Investment Portfolio for additional detailed categorizations.

 

The accompanying notes are an integral part of the financial statements.

 

Deutsche DWS Variable Series II —

DWS International Growth VIP

  |   7


Table of Contents

Statement of Assets and Liabilities

 

as of June 30, 2018 (Unaudited)        
Assets        
Investments in non-affiliated securities, at value (cost $14,426,592) — including $185,530 of securities loaned   $   16,986,704  
Investment in DWS Government & Agency Securities Portfolio (cost $193,000)*     193,000  
Investment in DWS Central Cash Management Government Fund (cost $239,177)     239,177  
Foreign currency, at value (cost $79,469)     75,494  
Receivable for investments sold     122,254  
Receivable for Fund shares sold     1,300  
Dividends receivable     27,692  
Interest receivable     817  
Foreign taxes recoverable     25,931  
Due from advisor     5,334  
Other assets     617  
Total assets     17,678,320  
Liabilities        
Payable upon return of securities loaned     193,000  
Payable for investments purchased     86,020  
Payable for Fund shares redeemed     181  
Accrued Trustees’ fees     275  
Other accrued expenses and payables     53,153  
Total liabilities     332,629  
Net assets, at value   $ 17,345,691  
Net Assets Consist of        
Undistributed net investment income     203,576  
Net unrealized appreciation (depreciation) on:  

Investments

    2,560,112  

Foreign currency

    (4,350
Accumulated net realized gain (loss)     288,766  
Paid-in capital     14,297,587  
Net assets, at value   $ 17,345,691  
Net Asset Value        

Class A

 
Net Asset Value, offering and redemption price per share ($17,096,834 ÷ 1,273,585 outstanding shares of beneficial interest, no par value, unlimited number of shares authorized)   $ 13.42  

Class B

 
Net Asset Value, offering and redemption price per share ($248,857 ÷ 18,478 outstanding shares of beneficial interest, no par value, unlimited number of shares authorized)   $ 13.47  

 

* Represents collateral on securities loaned.

Statement of Operations

 

for the six months ended June 30, 2018 (Unaudited)  
Investment Income        
Income:  
Dividends (net of foreign taxes withheld of $33,913)   $    277,796  
Income distributions — DWS Central Cash Management Government Fund     2,868  
Securities lending income, net of borrower rebates     2,292  
Total income     282,956  
Expenses:  
Management fee     56,483  
Administration fee     9,110  
Services to Shareholders     470  
Record keeping fee (Class B)     90  
Distribution and service fees (Class B)     275  
Custodian fee     19,173  
Professional fees     38,325  
Reports to shareholders     9,727  
Trustees’ fees and expenses     1,581  
Other     12,258  
Total expenses before expense reductions     147,492  
Expense reductions     (73,424
Total expenses after expense reductions     74,068  
Net investment income (loss)     208,888  
Realized and Unrealized Gain (Loss)        
Net realized gain (loss) from:  
Investments     319,256  
Foreign currency     1,453  
      320,709  
Change in net unrealized appreciation (depreciation) on:  
Investments     (952,178
Foreign currency     (6,859
      (959,037
Net gain (loss)     (638,328
Net increase (decrease) in net assets resulting from operations   $ (429,440
 

 

The accompanying notes are an integral part of the financial statements.

 

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DWS International Growth VIP


Table of Contents

Statements of Changes in Net Assets

 

Increase (Decrease) in Net Assets   Six Months
Ended
June 30, 2018
(Unaudited)
    Year Ended
December 31,
2017
 
Operations:    
Net investment income (loss)   $ 208,888     $ 164,259  
Net realized gain (loss)     320,709       4,651,131  
Change in net unrealized appreciation (depreciation)     (959,037     1,414,699  
Net increase (decrease) in net assets resulting from operations     (429,440     6,230,089  
Distributions to shareholders from:    
Net investment income:    

Class A

    (169,762     (106,825

Class B

    (1,806     (65
Total distributions     (171,568     (106,890
Fund share transactions:    

Class A

   
Proceeds from shares sold     916,656       2,240,215  
Reinvestment of distributions     169,762       106,825  
Cost of shares redeemed     (2,031,672     (16,678,132
Net increase (decrease) in net assets from Class A share transactions     (945,254     (14,331,092

Class B

   
Proceeds from shares sold     67,918       117,051  
Reinvestment of distributions     1,806       65  
Cost of shares redeemed     (20,288     (6,431
Net increase (decrease) in net assets from Class B share transactions     49,436       110,685  
Increase (decrease) in net assets     (1,496,826     (8,097,208
Net assets at beginning of period     18,842,517       26,939,725  
Net assets at end of period (including undistributed net investment income of $203,576 and $166,256, respectively)   $ 17,345,691     $ 18,842,517  
Other Information                

Class A

   
Shares outstanding at beginning of period     1,340,522       2,417,159  
Shares sold     66,468       171,566  
Shares issued to shareholders in reinvestment of distributions     12,631       8,713  
Shares redeemed     (146,036     (1,256,916
Net increase (decrease) in Class A shares     (66,937     (1,076,637
Shares outstanding at end of period     1,273,585       1,340,522  

Class B

   
Shares outstanding at beginning of period     14,862       6,272  
Shares sold     4,934       9,077  
Shares issued to shareholders in reinvestment of distributions     134       5  
Shares redeemed     (1,452     (492
Net increase (decrease) in Class B shares     3,616       8,590  
Shares outstanding at end of period     18,478       14,862  

 

The accompanying notes are an integral part of the financial statements.

 

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Financial Highlights

 

    Six Months
Ended 6/30/18
    Years Ended December 31,  
Class A   (Unaudited)     2017     2016     2015     2014     2013  
Selected Per Share Data                                                
Net asset value, beginning of period   $ 13.90     $ 11.12     $ 10.81     $ 11.04     $ 11.13     $ 9.24  
Income (loss) from investment operations:            

Net investment incomea

    .16       .08       .06       .07       .08       .10  

Net realized and unrealized gain (loss)

    (.51     2.75       .34       (.21     (.06     1.92  

Total from investment operations

    (.35     2.83       .40       (.14     .02       2.02  
Less distributions from:            

Net investment income

    (.13     (.05     (.09     (.09     (.11     (.13
Net asset value, end of period   $ 13.42     $ 13.90     $ 11.12     $ 10.81     $ 11.04     $ 11.13  
Total Return (%)b     (2.52 )**      25.47       3.72       (1.32     .21       22.08  
Ratios to Average Net Assets and Supplemental Data                                  
Net assets, end of period ($ millions)     17       19       27       34       47       51  
Ratio of expenses before expense reductions (%)c     1.61 *      1.56       1.66       1.44       1.41       1.45  
Ratio of expenses after expense reductions (%)c     .81 *      .92       .95       .90       .82       .88  
Ratio of net investment income (%)     2.29 *      .61       .51       .65       .71       1.00  
Portfolio turnover rate (%)     24 **      62       70       64       63       171  

 

a  Based on average shares outstanding during the period.

 

b  Total return would have been lower had certain expenses not been reduced.

 

c  Expense ratio does not reflect charges and fees associated with the separate account that invests in the Fund or any variable life insurance policy or variable annuity contract for which the Fund is an investment option.

 

*  Annualized

 

**  Not annualized

 

    Six Months
Ended 6/30/18
    Years Ended December 31,  
Class B   (Unaudited)     2017     2016     2015     2014     2013  
Selected Per Share Data                                                
Net asset value, beginning of period   $ 13.93     $ 11.13     $ 10.82     $ 11.05     $ 11.14     $ 9.25  
Income (loss) from investment operations:            

Net investment incomea

    .15       .02       .02       .05       .02       .07  

Net realized and unrealized gain (loss)

    (.51     2.79       .35       (.23     (.04     1.92  

Total from investment operations

    (.36     2.81       .37       (.18     (.02     1.99  
Less distributions from:            

Net investment income

    (.10     (.01     (.06     (.05     (.07     (.10
Net asset value, end of period   $ 13.47     $ 13.93     $ 11.13     $ 10.82     $ 11.05     $ 11.14  
Total Return (%)b     (2.60 )**      25.26       3.38       (1.64     (.15     21.62  
Ratios to Average Net Assets and Supplemental Data                                                
Net assets, end of period ($ millions)     .2       .2       .07       .1       .1       3  
Ratio of expenses before expense reductions (%)c     1.97 *      1.90       1.98       1.76       1.76       1.81  
Ratio of expenses after expense reductions (%)c     1.06 *      1.15       1.24       1.22       1.15       1.23  
Ratio of net investment income (%)     2.20 *      .12       .17       .40       .14       .66  
Portfolio turnover rate (%)     24 **      62       70       64       63       171  

 

a  Based on average shares outstanding during the period.

 

b  Total return would have been lower had certain expenses not been reduced.

 

c  Expense ratio does not reflect charges and fees associated with the separate account that invests in the Fund or any variable life insurance policy or variable annuity contract for which the Fund is an investment option.

 

*  Annualized

 

**  Not annualized

 

The accompanying notes are an integral part of the financial statements.

 

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Notes to Financial Statements   (Unaudited)

A. Organization and Significant Accounting Policies

DWS International Growth VIP (formerly Deutsche International Growth VIP) (the “Fund”) is a diversified series of Deutsche DWS Variable Series II (formerly Deutsche Variable Series II) (the “Trust”), which is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company organized as a Massachusetts business trust.

Multiple Classes of Shares of Beneficial Interest. The Fund offers two classes of shares (Class A shares and Class B shares). Sales of Class B shares are subject to recordkeeping fees up to 0.15% and Rule 12b-1 fees under the 1940 Act equal to an annual rate of 0.25% of the average daily net assets for Class B shares of the Fund. Class A shares are not subject to such fees.

Investment income, realized and unrealized gains and losses, and certain fund-level expenses and expense reductions, if any, are borne pro rata on the basis of relative net assets by the holders of all classes of shares except that each class bears certain expenses unique to that class (including the applicable Rule 12b-1 fee and recordkeeping fees). Differences in class-level expenses may result in payment of different per share dividends by class. All shares have equal rights with respect to voting subject to class-specific arrangements.

The Fund’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) which require the use of management estimates. Actual results could differ from those estimates. The Fund qualifies as an investment company under Topic 946 of Accounting Standards Codification of U.S. GAAP. The policies described below are followed consistently by the Fund in the preparation of its financial statements.

Security Valuation. Investments are stated at value determined as of the close of regular trading on the New York Stock Exchange on each day the exchange is open for trading.

Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in three broad levels. Level 1 includes quoted prices in active markets for identical securities. Level 2 includes other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds and credit risk). Level 3 includes significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments). The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities.

Equity securities are valued at the most recent sale price or official closing price reported on the exchange (U.S. or foreign) or over-the-counter market on which they trade. Securities for which no sales are reported are valued at the calculated mean between the most recent bid and asked quotations on the relevant market or, if a mean cannot be determined, at the most recent bid quotation. Equity securities are generally categorized as Level 1. For certain international equity securities, in order to adjust for events which may occur between the close of the foreign exchanges and the close of the New York Stock Exchange, a fair valuation model may be used. This fair valuation model takes into account comparisons to the valuation of American Depository Receipts (ADRs), exchange-traded funds, futures contracts and certain indices and these securities are categorized as Level 2.

Investments in open-end investment companies are valued at their net asset value each business day and are categorized as Level 1.

Securities and other assets for which market quotations are not readily available or for which the above valuation procedures are deemed not to reflect fair value are valued in a manner that is intended to reflect their fair value as determined in accordance with procedures approved by the Board and are generally categorized as Level 3. In accordance with the Fund’s valuation procedures, factors considered in determining value may include, but are not limited to, the type of the security; the size of the holding; the initial cost of the security; the existence of any contractual restrictions on the security’s disposition; the price and extent of public trading in similar securities of the issuer or of comparable companies; quotations or evaluated prices from broker-dealers and/or pricing services; information obtained from the issuer, analysts, and/or the appropriate stock exchange (for exchange-traded securities); an analysis of the company’s or issuer’s financial statements; an evaluation of the forces that influence the issuer and the market(s) in which the security is purchased and sold; and with respect to debt securities, the maturity, coupon, creditworthiness, currency denomination and the movement of the market in which the security is normally traded. The value determined under these procedures may differ from published values for the same securities.

 

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Disclosure about the classification of fair value measurements is included in a table following the Fund’s Investment Portfolio.

Foreign Currency Translations. The books and records of the Fund are maintained in U.S. dollars. Investment securities and other assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the prevailing exchange rates at period end. Purchases and sales of investment securities, income and expenses are translated into U.S. dollars at the prevailing exchange rates on the respective dates of the transactions.

Net realized and unrealized gains and losses on foreign currency transactions represent net gains and losses between trade and settlement dates on securities transactions, the acquisition and disposition of foreign currencies, and the difference between the amount of net investment income accrued and the U.S. dollar amount actually received. The portion of both realized and unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed but is included with net realized and unrealized gain/appreciation and loss/depreciation on investments.

Securities Lending. Brown Brothers Harriman & Co., as lending agent, lends securities of the Fund to certain financial institutions under the terms of its securities lending agreement. During the term of the loans, the Fund continues to receive interest and dividends generated by the securities and to participate in any changes in their market value. The Fund requires the borrowers of the securities to maintain collateral with the Fund consisting of either cash or liquid, unencumbered assets having a value at least equal to the value of the securities loaned. When the collateral falls below specified amounts, the lending agent will use its best effort to obtain additional collateral on the next business day to meet required amounts under the securities lending agreement. As of period end, any securities on loan were collateralized by cash. During the six months ended June 30, 2018, the Fund invested the cash collateral into a joint trading account in affiliated money market funds managed by DWS Investment Management Americas, Inc. As of June 30, 2018, the Fund invested the cash collateral in DWS Government & Agency Securities Portfolio. DWS Investment Management Americas, Inc. receives a management/administration fee (0.14% annualized effective rate as of June 30, 2018) on the cash collateral invested in DWS Government & Agency Securities Portfolio. The Fund receives compensation for lending its securities either in the form of fees or by earning interest on invested cash collateral net of borrower rebates and fees paid to a lending agent. Either the Fund or the borrower may terminate the loan at any time, and the borrower, after notice, is required to return borrowed securities within a standard time period. There may be risks of delay and costs in recovery of securities or even loss of rights in the collateral should the borrower of the securities fail financially. If the Fund is not able to recover securities lent, the Fund may sell the collateral and purchase a replacement investment in the market, incurring the risk that the value of the replacement security is greater than the value of the collateral. The Fund is also subject to all investment risks associated with the reinvestment of any cash collateral received, including, but not limited to, interest rate, credit and liquidity risk associated with such investments.

As of June 30, 2018, the Fund had a security on loan, which was classified as common stock in the Investment Portfolio. The value of the related collateral exceeded the value of the securities loaned at period end. As of period end, the remaining contractual maturity of the collateral agreements were overnight and continuous.

Taxes. The Fund’s policy is to comply with the requirements of the Internal Revenue Code, as amended, which are applicable to regulated investment companies and to distribute all of its taxable income to its shareholders.

Additionally, the Fund may be subject to taxes imposed by the governments of countries in which it invests and are generally based on income and/or capital gains earned or repatriated, a portion of which may be recoverable. Based upon the current interpretation of the tax rules and regulations, estimated tax liabilities and recoveries on certain foreign securities are recorded on an accrual basis and are reflected as components of interest income or net change in unrealized gain/loss on investments. Tax liabilities realized as a result of security sales are reflected as a component of net realized gain/loss on investments.

At December 31, 2017, the aggregate cost of investments for federal income tax purposes was $15,201,460. The net unrealized appreciation for all investments based on tax cost was $3,480,347. This consisted of aggregate gross unrealized appreciation for all investments in which there was an excess of value over tax cost of $3,677,854 aggregate gross unrealized depreciation for all investments in which was an excess of tax cost over value of $197,507.

The Fund has reviewed the tax positions for the open tax years as of December 31, 2017 and has determined that no provision for income tax and/or uncertain tax positions is required in the Fund’s financial

 

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statements. The Fund’s federal tax returns for the prior three fiscal years remain open subject to examination by the Internal Revenue Service.

Distribution of Income and Gains. Distributions from net investment income of the Fund, if any, are declared and distributed to shareholders annually. Net realized gains from investment transactions, in excess of available capital loss carryforwards, would be taxable to the Fund if not distributed and, therefore, will be distributed to shareholders at least annually. The Fund may also make additional distributions for tax purposes if necessary.

The timing and characterization of certain income and capital gain distributions are determined annually in accordance with federal tax regulations which may differ from accounting principles generally accepted in the United States of America. These differences primarily relate to investments in foreign denominated investments, income received from passive foreign investment companies, expiration of capital loss carryforwards and certain securities sold at a loss. As a result, net investment income (loss) and net realized gain (loss) on investment transactions for a reporting period may differ significantly from distributions during such period. Accordingly, the Fund may periodically make reclassifications among certain of its capital accounts without impacting the net asset value of the Fund.

The tax character of current year distributions will be determined at the end of the current fiscal year.

Expenses. Expenses of the Trust arising in connection with a specific fund are allocated to that fund. Other Trust expenses which cannot be directly attributed to a fund are apportioned among the funds in the Trust based upon the relative net assets or other appropriate measures.

Contingencies. In the normal course of business, the Fund may enter into contracts with service providers that contain general indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet been made. However, based on experience, the Fund expects the risk of loss to be remote.

Other. Investment transactions are accounted for on a trade date plus one basis for daily net asset value calculations. However, for financial reporting purposes, investment transactions are reported on trade date. Interest income is recorded on the accrual basis. Dividend income is recorded on the ex-dividend date net of foreign withholding taxes. Realized gains and losses from investment transactions are recorded on an identified cost basis. Proceeds from litigation payments, if any, are included in net realized gain (loss) from investments.

B. Purchases and Sales of Securities

During the six months ended June 30, 2018, purchases and sales of investment transactions (excluding short-term investments) aggregated $4,328,756 and $4,614,810, respectively.

C. Related Parties

Management Agreement. Under the Investment Management Agreement with DWS Investment Management Americas, Inc. (formerly Deutsche Investment Management Americas Inc.) (“DIMA” or the “Advisor”), an indirect, wholly owned subsidiary of DWS Group GmbH & Co. KGaA (“DWS Group”), the Advisor directs the investments of the Fund in accordance with its investment objectives, policies and restrictions. The Advisor determines the securities, instruments and other contracts relating to investments to be purchased, sold or entered into by the Fund.

Pursuant to the Investment Management Agreement with the Advisor, the Fund pays the Advisor an annual fee based on its average daily net assets, computed and accrued daily and payable monthly at the annual rate (exclusive of any applicable waivers/reimbursements) of 0.62%.

For the period from January 1, 2018 through April 30, 2019, the Advisor has contractually agreed to waive its fees and/or reimburse certain operating expenses to the extent necessary to maintain the total annual operating expenses (excluding certain expenses such as extraordinary expenses, taxes, brokerage and interest expense) of each class as follows:

 

Class A     .81
Class B     1.06

 

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For the six months ended June 30, 2018, fees waived and/or expenses reimbursed for each class are as follows:

 

Class A   $ 72,423  
Class B     1,001  
    $ 73,424  

Administration Fee. Pursuant to an Administrative Services Agreement, DIMA provides most administrative services to the Fund. For all services provided under the Administrative Services Agreement, the Fund pays DIMA an annual fee (“Administration Fee”) of 0.10% of the Fund’s average daily net assets, computed and accrued daily and payable monthly. For the six months ended June 30, 2018, the Administration Fee was $9,110, of which $1,472 is unpaid.

Service Provider Fees. DWS Service Company (“DSC”), an affiliate of the Advisor, is the transfer agent, dividend-paying agent and shareholder service agent for the Fund. Pursuant to a sub-transfer agency agreement between DSC and DST Systems, Inc. (“DST”), DSC has delegated certain transfer agent, dividend-paying agent and shareholder service agent functions to DST. DSC compensates DST out of the shareholder servicing fee it receives from the Fund. For the six months ended June 30, 2018, the amounts charged to the Fund by DSC were as follows:

 

Services to Shareholders   Total
Aggregated
    Unpaid at
June 30, 2018
 
Class A   $ 120     $ 39  
Class B     25       8  
    $ 145     $ 47  

Distribution Service Agreement. Under the Fund’s Class B 12b-1 plan, DWS Distributors, Inc. (“DDI”) received a fee (“Distribution Service Fee”) of 0.25% of average daily net assets of Class B shares. For the six months ended June 30, 2018, the Distribution Service Fee aggregated $275, of which $52 is unpaid.

Typesetting and Filing Service Fees. Under an agreement with DIMA, DIMA is compensated for providing certain pre-press and regulatory filing services to the Fund. For the six months ended June 30, 2018, the amount charged to the Fund by DIMA included in the Statement of Operations under “Reports to shareholders” aggregated $4,653, of which $3,631 is unpaid.

Trustees’ Fees and Expenses. The Fund paid retainer fees to each Trustee not affiliated with the Advisor, plus specified amounts to the Board Chairperson and Vice Chairperson and to each committee Chairperson.

Affiliated Cash Management Vehicles. The Fund may invest uninvested cash balances in DWS Central Cash Management Government Fund and DWS Variable NAV Money Fund, affiliated money market funds which are managed by the Advisor. Each affiliated money market fund is managed in accordance with Rule 2a-7 under the 1940 Act, which governs the quality, maturity, diversity and liquidity of instruments in which a money market fund may invest. DWS Central Cash Management Government Fund seeks to maintain a stable net asset value, and DWS Variable NAV Money Fund maintains a floating net asset value. The Fund indirectly bears its proportionate share of the expenses of each affiliated money market fund in which it invests. DWS Central Cash Management Government Fund does not pay the Advisor an investment management fee. To the extent that DWS Variable NAV Money Fund pays an investment management fee to the Advisor, the Advisor will waive an amount of the investment management fee payable to the Advisor by the Fund equal to the amount of the investment management fee payable on the Fund’s assets invested in DWS Variable NAV Money Fund.

D. Ownership of the Fund

At June 30, 2018, one participating insurance company was owner of record of 10% or more of the total outstanding Class A shares of the Fund, owning 87%. Three participating insurance companies were owners of record of 10% or more of the total outstanding Class B shares of the Fund, owning 46%, 29%, and 25%.

E. Line of Credit

The Fund and other affiliated funds (the “Participants”) share in a $400 million revolving credit facility provided by a syndication of banks. The Fund may borrow for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities. The Participants are charged an annual commitment fee which is allocated based on net assets, among each of the Participants. Interest is calculated at a rate per annum equal to the sum of the Federal Funds Rate plus

 

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1.25 percent plus if the one-month LIBOR exceeds the Federal Funds Rate, the amount of such excess. The Fund may borrow up to a maximum of 33 percent of its net assets under the agreement. The Fund had no outstanding loans at June 30, 2018.

F. Name Changes

In connection with adoption of the DWS brand, effective July 2, 2018, Deutsche Investment Management Americas Inc., the Advisor, was renamed to DWS Investment Management Americas, Inc. In addition, the “Deutsche Funds” became known as the “DWS Funds.” As a result, Deutsche Variable Series II was renamed Deutsche DWS Variable Series II and Deutsche International Growth VIP was renamed DWS International Growth VIP.

 

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Information About Your Fund’s Expenses   (Unaudited)

As an investor of the Fund, you incur two types of costs: ongoing expenses and transaction costs. Ongoing expenses include management fees, distribution and service (12b-1) fees and other Fund expenses. Examples of transaction costs include contract charges, which are not shown in this section. The following tables are intended to help you understand your ongoing expenses (in dollars) of investing in the Fund and to help you compare these expenses with the ongoing expenses of investing in other mutual funds. In the most recent six-month period, the Fund limited these expenses; had it not done so, expenses would have been higher. The example in the table is based on an investment of $1,000 invested at the beginning of the six-month period and held for the entire period (January 1, 2018 to June 30, 2018).

The tables illustrate your Fund’s expenses in two ways:

 

Actual Fund Return. This helps you estimate the actual dollar amount of ongoing expenses (but not transaction costs) paid on a $1,000 investment in the Fund using the Fund’s actual return during the period. To estimate the expenses you paid over the period, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the “Expenses Paid per $1,000” line under the share class you hold.

 

Hypothetical 5% Fund Return. This helps you to compare your Fund’s ongoing expenses (but not transaction costs) with those of other mutual funds using the Fund’s actual expense ratio and a hypothetical rate of return of 5% per year before expenses. Examples using a 5% hypothetical Fund return may be found in the shareholder reports of other mutual funds. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period.

Please note that the expenses shown in these tables are meant to highlight your ongoing expenses only and do not reflect any transaction costs. The “Expenses Paid per $1,000” line of the tables is useful in comparing ongoing expenses only and will not help you determine the relative total expense of owning different funds. If these transaction costs had been included, your costs would have been higher.

 

Expenses and Value of a $1,000 Investment for the six months ended June 30, 2018         
Actual Fund Return     Class A       Class B  
Beginning Account Value 1/1/18   $ 1,000.00     $ 1,000.00  
Ending Account Value 6/30/18   $ 974.80     $ 974.00  
Expenses Paid per $1,000*   $ 3.97     $ 5.19  
Hypothetical 5% Fund Return                
Beginning Account Value 1/1/18   $ 1,000.00     $ 1,000.00  
Ending Account Value 6/30/18   $ 1,020.78     $ 1,019.54  
Expenses Paid per $1,000*   $ 4.06     $ 5.31  

 

* Expenses are equal to the Fund’s annualized expense ratio for each share class, multiplied by the average account value over the period, multiplied by 181 (the number of days in the most recent six-month period), then divided by 365.

 

Annualized Expense Ratios   Class A     Class B  
Deutsche DWS Variable Series II — DWS International Growth VIP     .81     1.06

For more information, please refer to the Fund’s prospectus.

These tables do not reflect charges and fees (“contract charges”) associated with the separate account that invests in the Fund or any variable life insurance policy or variable annuity contract for which the Fund is an investment option.

For an analysis of the fees associated with an investment in the Fund or similar funds, please refer to the current and hypothetical expense calculators for Variable Insurance Products which can be found at dws.com/calculators.

 

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Proxy Voting

The Trust’s policies and procedures for voting proxies for portfolio securities and information about how the Trust voted proxies related to its portfolio securities during the most recent 12-month period ended June 30 are available on our Web site — dws.com/en-us/resources/proxy-voting — or on the SEC’s Web site — sec.gov. To obtain a written copy of the Trust’s policies and procedures without charge, upon request, call us toll free at (800) 728-3337.

 

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Advisory Agreement Board Considerations and Fee Evaluation

The Board of Trustees (hereinafter referred to as the “Board” or “Trustees”) approved the renewal of Deutsche International Growth VIP’s (now known as DWS International Growth VIP) (the “Fund”) investment management agreement (the “Agreement”) with Deutsche Investment Management Americas Inc. (now known as DWS Investment Management Americas, Inc.) (“DIMA”) in September 2017.

In terms of the process that the Board followed prior to approving the Agreement, shareholders should know that:

 

 

During the entire process, all of the Fund’s Trustees were independent of DIMA and its affiliates (the “Independent Trustees”).

 

 

The Board met frequently during the past year to discuss fund matters and dedicated a substantial amount of time to contract review matters. Over the course of several months, the Board’s Contract Committee reviewed extensive materials received from DIMA, independent third parties and independent counsel. These materials included an analysis of the Fund’s performance, fees and expenses, and profitability from a fee consultant retained by the Fund’s Independent Trustees (the “Fee Consultant”). Based on its evaluation of the information provided, the Contract Committee presented its findings and recommendations to the Board. The Board then reviewed the Contract Committee’s findings and recommendations.

 

 

The Board also received extensive information throughout the year regarding performance of the Fund.

 

 

The Independent Trustees regularly met privately with counsel to discuss contract review and other matters. In addition, the Independent Trustees were advised by the Fee Consultant in the course of their review of the Fund’s contractual arrangements and considered a comprehensive report prepared by the Fee Consultant in connection with their deliberations.

 

 

In connection with reviewing the Agreement, the Board also reviewed the terms of the Fund’s Rule 12b-1 plan, distribution agreement, administrative services agreement, transfer agency agreement and other material service agreements.

In connection with the contract review process, the Contract Committee and the Board considered the factors discussed below, among others. The Board also considered that DIMA and its predecessors have managed the Fund since its inception, and the Board believes that a long-term relationship with a capable, conscientious advisor is in the best interests of the Fund. The Board considered, generally, that shareholders chose to invest or remain invested in the Fund knowing that DIMA managed the Fund, and that the Agreement was approved by the Fund’s shareholders. DIMA is part of Deutsche Bank AG’s (“Deutsche Bank”) Asset Management (“Deutsche AM”) division. Deutsche AM is a global asset management business that offers a wide range of investing expertise and resources, including research capabilities in many countries throughout the world.

As part of the contract review process, the Board carefully considered the fees and expenses of each Deutsche fund overseen by the Board in light of the fund’s performance. In many cases, this led to the negotiation and implementation of expense caps. As part of these negotiations, the Board indicated that it would consider relaxing these caps in future years following sustained improvements in performance, among other considerations.

While shareholders may focus primarily on fund performance and fees, the Fund’s Board considers these and many other factors, including the quality and integrity of DIMA’s personnel and administrative support services provided by DIMA, such as back-office operations, fund valuations, and compliance policies and procedures.

Nature, Quality and Extent of Services. The Board considered the terms of the Agreement, including the scope of advisory services provided under the Agreement. The Board noted that, under the Agreement, DIMA provides portfolio management services to the Fund and that, pursuant to a separate administrative services agreement, DIMA provides administrative services to the Fund. The Board considered the experience and skills of senior management and investment personnel and the resources made available to such personnel. The Board reviewed the Fund’s performance over short-term and long-term periods and compared those returns to various agreed-upon performance measures, including market index(es) and a peer universe compiled using information supplied by Morningstar Direct (“Morningstar”), an independent fund data service. The Board also noted that it has put into place a process of identifying “Funds in Review” (e.g., funds performing poorly relative to a peer universe), and receives additional reporting from DIMA

 

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regarding such funds and, where appropriate, DIMA’s plans to address underperformance. The Board believes this process is an effective manner of identifying and addressing underperforming funds. Based on the information provided, the Board noted that, for the one-, three- and five-year periods ended December 31, 2016, the Fund’s performance (Class A shares) was in the 3rd quartile, 4th quartile and 4th quartile, respectively, of the applicable Morningstar universe (the 1st quartile being the best performers and the 4th quartile being the worst performers). The Board also observed that the Fund has underperformed its benchmark in the one-, three- and five-year periods ended December 31, 2016. The Board noted the disappointing investment performance of the Fund in recent periods and continued to discuss with senior management of DIMA the factors contributing to such underperformance and actions being taken to improve performance. The Board considered that, effective October 3, 2016, the Fund’s investment strategy and certain members of the portfolio management team were changed, and that, effective October 1, 2017, the Fund would further change its investment strategy. The Board observed that the Fund had experienced improved relative performance during the first eight months of 2017. The Board recognized the efforts by DIMA in recent years to enhance its investment platform and improve long-term performance across the Deutsche fund complex.

Fees and Expenses. The Board considered the Fund’s investment management fee schedule, operating expenses and total expense ratios, and comparative information provided by Broadridge Financial Solutions, Inc. (“Broadridge”) and the Fee Consultant regarding investment management fee rates paid to other investment advisors by similar funds (1st quartile being the most favorable and 4th quartile being the least favorable). With respect to management fees paid to other investment advisors by similar funds, the Board noted that the contractual fee rates paid by the Fund, which include a 0.10% fee paid to DIMA under the Fund’s administrative services agreement, were higher than the median (4th quartile) of the applicable Broadridge peer group (based on Broadridge data provided as of December 31, 2016). The Board noted that, effective October 1, 2017, DIMA agreed to reduce the Fund’s contractual management fee rate to an annual rate of 0.62% in connection with changes to the Fund’s investment strategy. The Board noted that the Fund’s Class A shares total (net) operating expenses were expected to be lower than the median (2nd quartile) of the applicable Broadridge expense universe (based on Broadridge data provided as of December 31, 2016, and analyzing Broadridge expense universe Class A (net) expenses less any applicable 12b-1 fees) (“Broadridge Universe Expenses”). The Board also reviewed data comparing each share class’s total (net) operating expenses to the applicable Broadridge Universe Expenses. The Board noted that the expense limitations agreed to by DIMA were expected to help the Fund’s total (net) operating expenses remain competitive. The Board considered the Fund’s management fee rate as compared to fees charged by DIMA to comparable Deutsche U.S. registered funds (“Deutsche Funds”) and considered differences between the Fund and the comparable Deutsche Funds. The information requested by the Board as part of its review of fees and expenses also included information about institutional accounts (including any sub-advised funds and accounts) and funds offered primarily to European investors (“Deutsche Europe funds”) managed by Deutsche AM. The Board noted that DIMA indicated that Deutsche AM managed an institutional account comparable to the Fund’s investment strategy as of July 31, 2017, but that Deutsche AM does not manage any comparable Deutsche Europe funds. The Board took note of the differences in services provided to Deutsche Funds as compared to institutional accounts and that such differences made comparison difficult.

On the basis of the information provided, the Board concluded that management fees were reasonable and appropriate in light of the nature, quality and extent of services provided by DIMA.

Profitability. The Board reviewed detailed information regarding revenues received by DIMA under the Agreement. The Board considered the estimated costs to DIMA, and pre-tax profits realized by DIMA, from advising the Deutsche Funds, as well as estimates of the pre-tax profits attributable to managing the Fund in particular. The Board also received information regarding the estimated enterprise-wide profitability of DIMA and its affiliates with respect to all fund services in totality and by fund. The Board and the Fee Consultant reviewed DIMA’s methodology in allocating its costs to the management of the Fund. Based on the information provided, the Board concluded that the pre-tax profits realized by DIMA in connection with the management of the Fund were not unreasonable. The Board also reviewed certain publicly available information regarding the profitability of certain similar investment management firms. The Board noted that, while information regarding the profitability of such firms is limited (and in some cases is not necessarily prepared on a comparable basis), DIMA and its affiliates’ overall profitability with respect to the Deutsche Funds (after taking into account distribution and other services provided to the funds by DIMA and its affiliates) was lower than the overall profitability levels of most comparable firms for which such data was available.

 

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Economies of Scale. The Board considered whether there are economies of scale with respect to the management of the Fund and whether the Fund benefits from any economies of scale. In this regard, the Board observed that while the Fund’s reduced investment management fee schedule would not include breakpoints, the Fund’s fee schedule would represent an appropriate sharing between the Fund and DIMA of such economies of scale as may exist in the management of the Fund at current asset levels.

Other Benefits to DIMA and Its Affiliates. The Board also considered the character and amount of other incidental benefits received by DIMA and its affiliates, including any fees received by DIMA for administrative services provided to the Fund, any fees received by an affiliate of DIMA for transfer agency services provided to the Fund and any fees received by an affiliate of DIMA for distribution services. The Board also considered benefits to DIMA related to brokerage and soft-dollar allocations, including allocating brokerage to pay for research generated by parties other than the executing broker dealers, which pertain primarily to funds investing in equity securities. In addition, the Board considered the incidental public relations benefits to DIMA related to Deutsche Funds advertising and cross-selling opportunities among DIMA products and services. The Board considered these benefits in reaching its conclusion that the Fund’s management fees were reasonable.

Compliance. The Board considered the significant attention and resources dedicated by DIMA to documenting and enhancing its compliance processes in recent years. The Board noted in particular (i) the experience, seniority and time commitment of the individuals serving as DIMA’s and the Fund’s chief compliance officers; (ii) the large number of DIMA compliance personnel; and (iii) the substantial commitment of resources by DIMA and its affiliates to compliance matters.

Based on all of the information considered and the conclusions reached, the Board unanimously determined that the continuation of the Agreement is in the best interests of the Fund. In making this determination, the Board did not give particular weight to any single factor identified above. The Board considered these factors over the course of numerous meetings, certain of which were in executive session with only the Independent Trustees and counsel present. It is possible that individual Independent Trustees may have weighed these factors differently in reaching their individual decisions to approve the continuation of the Agreement.

Advisory Agreement Amendment

At a meeting held in July 2017, the Board of Trustees, all members of which are Independent Trustees, approved an amendment to the Fund’s Agreement to adopt a revised management fee schedule reducing DIMA’s management fee under the Agreement. The revised management fee schedule took effect on October 1, 2017.

In connection with its review of the amendment in July 2017, the Board noted that it most recently approved the renewal of the Agreement pursuant to a process that concluded in September 2016. The Board considered that the amendment was part of DIMA’s proposal to transition to a new international growth investment strategy for the Fund. The Board also received a report from a fee consultant retained by the Board regarding the revised management fee schedule. In addition, the Board also considered:

 

  With the exception of the revised management fee schedule, the terms of the Agreement remained the same.

 

  DIMA’s statement that there would be no reduction in services to the Fund as a result of the revised management fee schedule.

Based on all of the information considered, the Board concluded that the revised management fee schedule was reasonable and appropriate in light of the nature, quality and extent of services provided by DIMA. The Board unanimously determined that approval of the revised management fee schedule was in the best interests of the Fund.

 

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LOGO  

  VS2IG-3 (R-028383-7 8/18)

 


Table of Contents

June 30, 2018

Semiannual Report

Deutsche DWS Variable Series II

(formerly Deutsche Variable Series II)

 

 

DWS Multisector Income VIP

(formerly Deutsche Multisector Income VIP)

LOGO


Table of Contents

Contents

 

  3      Performance Summary
  4      Portfolio Summary
  4      Portfolio Management Team
  5      Investment Portfolio
  11      Statement of Assets and Liabilities
  11      Statement of Operations
  12      Statements of Changes in Net Assets
  13      Financial Highlights
  14      Notes to Financial Statements
  23      Information About Your Fund’s Expenses
  24      Proxy Voting
  25      Advisory Agreement Board Considerations and Fee Evaluation

 

This report must be preceded or accompanied by a prospectus. To obtain an additional prospectus or summary prospectus, if available, call (800) 728-3337 or your financial representative. We advise you to consider the Fund’s objectives, risks, charges and expenses carefully before investing. The summary prospectus and prospectus contain this and other important information about the Fund. Please read the prospectus carefully before you invest.

Bond investments are subject to interest-rate, credit, liquidity and market risks to varying degrees. When interest rates rise, bond prices generally fall. Credit risk refers to the ability of an issuer to make timely payments of principal and interest. Investments in lower-quality (“junk bonds”) and non-rated securities present greater risk of loss than investments in higher-quality securities. Investing in foreign securities, particularly those of emerging markets, presents certain risks, such as currency fluctuations, political and economic changes, and market risks. Emerging markets tend to be more volatile and less liquid than the markets of more mature economies, and generally have less diverse and less mature economic structures and less stable political systems than those of developed countries. Investing in derivatives entails special risks relating to liquidity, leverage and credit that may reduce returns and/or increase volatility. The Fund may lend securities to approved institutions. See the prospectus for details.

The brand DWS represents DWS Group GmbH & Co. KGaA and any of its subsidiaries such as DWS Distributors, Inc. which offers investment products or DWS Investment Management Americas, Inc. and RREEF America L.L.C. which offer advisory services.

DWS Distributors, Inc., 222 South Riverside Plaza, Chicago, IL 60606, (800) 621-1148

NOT FDIC/NCUA INSURED     NO BANK GUARANTEE     MAY LOSE VALUE     NOT A DEPOSIT NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY

 

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Performance Summary   June 30, 2018 (Unaudited)

Fund performance shown is historical, assumes reinvestment of all dividend and capital gain distributions and does not guarantee future results. Investment return and principal value fluctuate with changing market conditions so that, when redeemed, shares may be worth more or less than their original cost. Current performance may be lower or higher than the performance data quoted. Please contact your participating insurance company for the Fund’s most recent month-end performance. Performance does not reflect charges and fees (“contract charges”) associated with the separate account that invests in the Fund or any variable life insurance policy or variable annuity contract for which the Fund is an investment option. These charges and fees will reduce returns.

The gross expense ratio of the Fund, as stated in the fee table of the prospectus dated May 1, 2018 is 1.41% for Class A shares and may differ from the expense ratio disclosed in the Financial Highlights table in this report.

Generally accepted accounting principles require adjustments to be made to the net assets of the Fund at period end for financial reporting purposes only, and as such, the total return based on the unadjusted net asset value per share may differ from the total return reported in the financial highlights.

Growth of an Assumed $10,000 Investment in DWS Multisector Income VIP

 

 

LOGO

 

  

The unmanaged Bloomberg Barclays U.S. Universal Index represents the union of the U.S. Aggregate Index, the U.S. High-Yield Corporate Index, the 144A Index, the Eurodollar Index, the Emerging Markets Index and the non-ERISA portion of the CMBS Index.

 

Index returns do not reflect any fees or expenses and it is not possible to invest directly into an index.

 

Comparative Results                              
DWS Multisector Income VIP        6-Month   1-Year   3-Year   5-Year   10-Year
Class A   Growth of $10,000   $9,898   $10,166   $10,192   $10,841   $15,434
    Average annual total return   –1.02%   1.66%   0.64%   1.63%   4.44%
Bloomberg Barclays U.S. Universal Index   Growth of $10,000   $9,833   $9,972   $10,649   $11,384   $14,897
  Average annual total return   –1.67%   –0.28%   2.12%   2.63%   4.07%

The growth of $10,000 is cumulative.    

 

 

Total returns shown for periods less than one year are not annualized.

 

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  |   3


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Portfolio Summary   (Unaudited)  

 

Asset Allocation (As a % of Investment Portfolio excluding Securities Lending Collateral)    6/30/18      12/31/17  
Government & Agency Obligations      30%        29%  
Corporate Bonds      16%        24%  
Short-Term U.S. Treasury Obligations      13%        12%  

Cash Equivalents

     13%        6%  
Collateralized Mortgage Obligations      13%        13%  
Loan Participations and Assignments      6%        7%  
Commercial Mortgage-Backed Security      5%        5%  
Asset-Backed      2%        2%  
Convertible Bond      2%        2%  
Common Stocks      0%        0%  
Warrant      0%        0%  
       100%        100%  
Quality (Excludes Cash Equivalents and Securities Lending Collateral)    6/30/18      12/31/17  
AAA      17%        25%  
AA      1%        1%  
A      9%        8%  
BBB      22%        24%  
BB      27%        23%  
B      9%        9%  
CCC or Below      5%        3%  
Non Rated      10%        7%  
       100%        100%  
Interest Rate Sensitivity    6/30/18      12/31/17  
Effective Maturity      3.9 years        5.4 years  
Effective Duration      3.3 years        3.6 years  

The quality ratings represent the higher of Moody’s Investors Service, Inc. (“Moody’s”), Fitch Ratings, Inc. (“Fitch”) or Standard & Poor’s Corporation (“S&P”) credit ratings. The ratings of Moody’s, Fitch and S&P represent their opinions as to the quality of the securities they rate. Credit quality measures a bond issuer’s ability to repay interest and principal in a timely manner. Ratings are relative and subjective and are not absolute standards of quality. Credit quality does not remove market risk and is subject to change.

Effective maturity is the weighted average of the maturity date of bonds held by the Fund taking into consideration any available maturity shortening features.

Effective duration is an approximate measure of the Fund’s sensitivity to interest rate changes taking into consideration any maturity shortening features.

Portfolio holdings and characteristics are subject to change.

For more complete details about the Fund’s investment portfolio, see page 5.

Following the Fund’s fiscal first and third quarter-end, a complete portfolio holdings listing is filed with the SEC on Form N-Q. The form will be available on the SEC’s Web site at sec.gov, and it also may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the SEC’s Public Reference Room may be obtained by calling (800) SEC-0330. The Fund’s portfolio holdings are also posted on dws.com from time to time. Please see the Fund’s current prospectus for more information.

Portfolio Management Team

John D. Ryan, Managing Director

Kevin Bliss, Director

Portfolio Managers

 

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Table of Contents
Investment Portfolio   June 30, 2018 (Unaudited)

 

    Principal
Amount ($)(a)
    Value ($)  
Corporate Bonds 15.7%  
Consumer Discretionary 1.9%  

American Axle & Manufacturing, Inc., 6.25%, 4/1/2025 (b)

    60,000       59,550  

Charter Communications Operating LLC, 3.75%, 2/15/2028

    60,000       54,340  

Expedia Group, Inc., 3.8%, 2/15/2028

    55,000       50,366  
   

 

 

 
      164,256  
Consumer Staples 0.3%  

Albertsons Companies, Inc., 144A, 3-month USD-LIBOR + 3.750%, 6.085%**, 1/15/2024

    25,000       25,062  
Energy 4.9%  

Chesapeake Energy Corp., 8.0%, 1/15/2025 (b)

    65,000       66,199  

KazMunayGas National Co. JSC, 144A, 4.75%, 4/19/2027

    200,000       195,025  

Oasis Petroleum, Inc., 6.875%, 3/15/2022

    48,000       48,826  

Sunoco Logistics Partners Operations LP, 5.3%, 4/1/2044

    10,000       9,065  

Weatherford International Ltd., 9.875%, 2/15/2024

    100,000       100,968  
   

 

 

 
      420,083  
Financials 2.6%  

FS Investment Corp., 4.75%, 5/15/2022

    40,000       39,865  

TC Ziraat Bankasi AS, 144A, 5.125%, 5/3/2022

    200,000       185,041  
   

 

 

 
      224,906  
Industrials 0.7%  

Park Aerospace Holdings Ltd., 144A, 5.25%, 8/15/2022

    60,000       59,401  
Information Technology 1.0%  

Dell International LLC, 144A, 8.1%, 7/15/2036

    20,000       23,483  

DXC Technology Co., 4.75%, 4/15/2027

    60,000       60,620  
   

 

 

 
      84,103  
Materials 1.3%  

AK Steel Corp., 7.0%, 3/15/2027 (b)

    100,000       95,000  

CF Industries, Inc., 144A, 4.5%, 12/1/2026

    5,000       4,965  

Glencore Funding LLC, 144A, 4.625%, 4/29/2024

    10,000       10,054  
   

 

 

 
      110,019  
Real Estate 1.9%  

CBL & Associates LP:

   

(REIT), 5.25%, 12/1/2023

    25,000       21,750  

(REIT), 5.95%, 12/15/2026

    35,000       29,476  

Crown Castle International Corp., (REIT), 5.25%, 1/15/2023

    15,000       15,718  
    Principal
Amount ($)(a)
    Value ($)  

Government Properties Income Trust, (REIT), 4.0%, 7/15/2022

    25,000       24,704  

Omega Healthcare Investors, Inc., (REIT), 4.75%, 1/15/2028 (b)

    35,000       33,744  

Select Income REIT:

   

(REIT), 4.15%, 2/1/2022

    30,000       29,791  

(REIT), 4.25%, 5/15/2024

    10,000       9,563  
   

 

 

 
      164,746  
Telecommunication Services 1.1%  

Intelsat Jackson Holdings SA, 7.25%, 10/15/2020

    100,000       99,500  

Total Corporate Bonds (Cost $1,401,916)

 

    1,352,076  
Asset-Backed 2.3%  
Home Equity Loans 0.2%  

CIT Group Home Equity Loan Trust, “AF6”, Series 2002-1, 6.2%, 2/25/2030

    15,993       16,289  
Miscellaneous 2.1%  

Domino’s Pizza Master Issuer LLC, “A23”, Series 2017-1A, 144A, 4.118%, 7/25/2047

    109,175       108,902  

Hilton Grand Vacations Trust, “B”, Series 2014-AA, 144A, 2.07%, 11/25/2026

    77,501       76,206  
   

 

 

 
              185,108  

Total Asset-Backed (Cost $202,283)

 

    201,397  
Commercial Mortgage-Backed Security 4.9%  

GMAC Commercial Mortgage Securities, Inc., “G”, Series 2004-C1, 144A, 5.455%, 3/10/2038 (Cost $460,502)

    457,641       424,302  
Collateralized Mortgage Obligations 12.4%  

Banc of America Mortgage Securities, “2A2”, Series 2004-A, 3.859%**, 2/25/2034

    32,909       32,887  

Bear Stearns Adjustable Rate Mortgage Trust, “2A1”, Series 2005-11, 4.394%**, 12/25/2035

    40,997       41,784  

Countrywide Home Loans, “2A5”, Series 2004-13, 5.75%, 8/25/2034

    31,617       31,557  

Fannie Mae Connecticut Avenue Securities, “1M1”, Series 2016-C02, 1-month USD-LIBOR + 2.150%, 4.241%**, 9/25/2028

    45,464       45,729  

Federal Home Loan Mortgage Corp.:

   

“PI”, Series 3843, Interest Only, 4.5%, 5/15/2038

    115,775       7,950  
 

 

The accompanying notes are an integral part of the financial statements.

 

Deutsche DWS Variable Series II —

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  |   5


Table of Contents
    Principal
Amount ($)(a)
    Value ($)  

“C31”, Series 303, Interest Only, 4.5%, 12/15/2042

    425,673       97,207  

Federal National Mortgage Association, “4”, Series 406, Interest Only, 4.0%, 9/25/2040

    100,307       21,130  

Government National Mortgage Association:

   

“GI”, Series 2014-146, Interest Only, 3.5%, 9/20/2029

    932,879       106,660  

“PI”, Series 2015-40, Interest Only, 4.0%, 4/20/2044

    117,863       15,760  

“HI”, Series 2015-77, Interest Only, 4.0%, 5/20/2045

    243,049       45,267  

“IP”, Series 2014-115, Interest Only, 4.5%, 2/20/2044

    37,924       8,132  

“IN”, Series 2009-69, Interest Only, 5.5%, 8/20/2039

    126,243       23,675  

“IV”, Series 2009-69, Interest Only, 5.5%, 8/20/2039

    122,911       24,217  

“IJ”, Series 2009-75, Interest Only, 6.0%, 8/16/2039

    106,894       20,522  

JPMorgan Mortgage Trust, “2A1”, Series 2006-A2, 3.611%**, 4/25/2036

    140,445       133,789  

Merrill Lynch Mortgage Investors Trust, “2A”, Series 2003-A6, 3.784%**, 10/25/2033

    27,964       28,197  

RESIMAC, “A2”, Series 2017-2, Australian Bank Bill Short Term Rates 1 Month Mid + 1.200%, 3.115%**, 1/15/2049

    AUD 475,260       350,835  

Wells Fargo Mortgage-Backed Securities Trust, “2A3”, Series 2004-EE, 4.149%**, 12/25/2034

    33,910       33,954  

Total Collateralized Mortgage Obligations (Cost $835,249)

 

    1,069,252  
Government & Agency Obligations 29.8%  
Other Government Related (c) 6.0%  

Sberbank of Russia, 144A, 5.125%, 10/29/2022

    200,000       198,540  

Southern Gas Corridor CJSC, 144A, 6.875%, 3/24/2026

    290,000       312,655  
   

 

 

 
      511,195  
Sovereign Bonds 19.6%    

Export Credit Bank of Turkey, 144A, 5.375%, 10/24/2023

    200,000       181,450  

Government of Indonesia, Series FR56, 8.375%, 9/15/2026

    IDR 1,340,000,000       95,146  

Ivory Coast Government International Bond, 144A, 5.375%, 7/23/2024

    200,000       187,191  

Mexican Udibonos Inflation-Linked Bond, Series S, 2.0%, 6/9/2022

    MXN        2,901,870       136,597  

Republic of Angola, 144A, 9.5%, 11/12/2025

    200,000       218,114  

Republic of Argentina-Inflation Linked Bond, 5.83%, 12/31/2033

    ARS                  375       91  
    Principal
Amount ($)(a)
    Value ($)  

Republic of Hungary,
Series 19/A,
6.5%, 6/24/2019

    HUF 11,600,000       43,471  

Republic of Namibia, 144A, 5.25%, 10/29/2025

    200,000       184,255  

Republic of Senegal, 144A, 6.25%, 7/30/2024

    200,000       195,765  

Republic of Slovenia, 144A, 5.5%, 10/26/2022

    100,000       108,075  

Republic of Zambia, 144A, 5.375%, 9/20/2022

    200,000       166,270  

United Mexican States,
Series M,
5.75%, 3/5/2026

    MXN   3,845,600       172,897  
   

 

 

 
      1,689,322  
U.S. Treasury Obligations 4.2%  

U.S. Treasury Bonds:

   

3.0%, 5/15/2047

    20,000       20,059  

3.0%, 2/15/2048

    5,000       5,017  

U.S. Treasury Notes:

   

1.5%, 5/31/2019

    232,600       230,846  

1.625%, 12/31/2019

    109,000       107,646  
   

 

 

 
              363,568  

Total Government & Agency Obligations (Cost $2,671,002)

 

    2,564,085  
Short-Term U.S. Treasury Obligations 12.9%  

U.S. Treasury Bills:

   

1.18%***, 8/16/2018 (d)

    380,000       379,133  

1.381%***, 10/11/2018 (e)

    730,000       726,050  

Total Short-Term U.S. Treasury Obligations (Cost $1,106,572)

 

    1,105,183  
Loan Participations and Assignments 5.4%  
Senior Loans**  

DaVita, Inc., Term Loan B, 1-month USD LIBOR + 2.750%, 4.844%, 6/24/2021

    67,200       67,458  

Level 3 Financing, Inc., Term Loan B, 1-month USD LIBOR + 2.250%, 4.334%, 2/22/2024

    60,000       59,892  

MacDermid, Inc., Term Loan B6, 1-month USD LIBOR + 3.000%, 5.094%, 6/7/2023

    57,187       57,336  

MEG Energy Corp., Term Loan B, 3-month USD LIBOR + 3.500%, 5.834%, 12/31/2023

    5,550       5,563  

NRG Energy, Inc., Term Loan B, 3-month USD LIBOR + 1.750%, 4.084%, 6/30/2023

    113,424       112,878  

Quebecor Media, Inc., Term Loan B1, 3-month USD LIBOR + 2.250%, 4.593%, 8/17/2020

    85,725       85,903  

Valeant Pharmaceuticals International, Inc., 2018 Term Loan B, 1-month USD LIBOR + 3.000%, 4.983%, 6/1/2025

    75,505       75,348  

Total Loan Participations and Assignments (Cost $464,572)

 

    464,378  
 

 

The accompanying notes are an integral part of the financial statements.

 

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    Principal
Amount ($)(a)
    Value ($)  
Convertible Bond 2.0%

 

Materials

 

GEO Specialty Chemicals, Inc., 3-month USD-LIBOR + 14.0%, 16.006% PIK , 10/18/2025** (f) (Cost $142,271)

    143,140       170,694  
    Shares     Value ($)  
Common Stocks 0.1%    
Industrials 0.0%    

Quad Graphics, Inc.

    4       83  
Materials 0.1%    

GEO Specialty Chemicals, Inc.* (f)

    54,421       11,429  

Total Common Stocks (Cost $31,032)

 

    11,512  
Warrant 0.1%    
Materials

 

Hercules Trust II, Expiration Date 3/31/2029* (f) (Cost $17,431)

    85       3,563  
    Shares     Value ($)  
Securities Lending Collateral 2.4%

 

DWS Government & Agency Securities Portfolio “DWS Government Cash Institutional Shares”, 1.80% (g) (h) (Cost $201,660)

    201,660       201,660  
Cash Equivalents 12.5%

 

DWS Central Cash Management Government Fund, 1.85% (g) (Cost $1,077,810)

    1,077,810       1,077,810  
    % of Net
Assets
    Value ($)  

Total Investment Portfolio (Cost $8,612,300)

    100.5       8,645,912  
Other Assets and Liabilities, Net     (0.5     (43,074
Net Assets     100.0       8,602,838  
 

A summary of the Fund’s transactions with affiliated investments during the period ended June 30, 2018 are as follows:

 

Value ($) at
12/31/2017
  Purchases
Cost ($)
   

Sales

Proceeds ($)

    Net
Realized
Gain/
(Loss) ($)
    Net Change in
Unrealized
Appreciation
(Depreciation) ($)
    Income ($)     Capital Gain
Distributions ($)
    Number
of Shares
at
6/30/2018
    Value ($)
at
6/30/2018
 

Securities Lending Collateral 2.4%

 

       

DWS Government & Agency Securities Portfolio “DWS Government Cash Institutional Shares”, 1.80% (g) (h)

 

154,990     46,670                         2,519             201,660       201,660  

Cash Equivalents 12.5%

 

       

DWS Central Cash Management Government Fund, 1.85% (g)

 

539,169     2,422,577       1,883,936                   5,626             1,077,810       1,077,810  
694,159     2,469,247       1,883,936                   8,145             1,279,470       1,279,470  

 

*

Non-income producing security.

 

**

Variable or floating rate security. These securities are shown at their current rate as of June 30, 2018. For securities based on a published reference rate and spread, the reference rate and spread are indicated within the description above. Certain variable rate securities are not based on a published reference rate and spread but adjust periodically based on current market conditions, prepayment of underlying positions and/or other variables.

 

***

Annualized yield at time of purchase; not a coupon rate.

 

(a)

Principal amount stated in U.S. dollars unless otherwise noted.

 

(b)

All or a portion of these securities were on loan. In addition, “Other Assets and Liabilities, Net” may include pending sales that are also on loan. The value of securities loaned at June 30, 2018 amounted to $192,493, which is 2.2% of net assets.

 

(c)

Government-backed debt issued by financial companies or government sponsored enterprises.

 

(d)

At June 30, 2018, this security has been pledged, in whole or in part, to cover initial margin requirements for open futures contracts.

 

(e)

At June 30, 2018, this security has been pledged, in whole or in part, to cover initial margin requirements for open centrally cleared swap contracts.

 

(f)

Investment was valued using significant unobservable inputs.

 

(g)

Affiliated fund managed by DWS Investment Management Americas, Inc. The rate shown is the annualized seven-day yield at period end.

 

(h)

Represents collateral held in connection with securities lending. Income earned by the Fund is net of borrower rebates. Represents the net increase (purchase cost) or decrease (sales proceeds) in the amount invested for the period ended June 30, 2018.

144A: Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers.

CJSC: Closed Joint Stock Company

Interest Only: Interest Only (IO) bonds represent the “interest only” portion of payments on a pool of underlying mortgages or mortgage-backed securities. IO securities are subject to prepayment risk of the pool of underlying mortgages.

JSC: Joint Stock Company

LIBOR: London Interbank Offered Rate

PIK: Denotes that all or a portion of the income is paid in-kind in the form of additional principal.

REIT: Real Estate Investment Trust

 

The accompanying notes are an integral part of the financial statements.

 

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Included in the portfolio are investments in mortgage or asset-backed securities which are interests in separate pools of mortgages or assets. Effective maturities of these investments may be shorter than stated maturities due to prepayments.

At June 30, 2018, open futures contracts purchased were as follows:

 

Futures    Currency      Expiration
Date
     Contracts      Notional
Amount ($)
     Notional
Value ($)
     Unrealized
Appreciation
(Depreciation) ($)
 
U.S. Treasury Long Bond      USD        9/19/2018        2        288,692        290,000        1,308  
Ultra 10 Year U.S. Treasury Note      USD        9/19/2018        8        1,031,392        1,025,915        (5,477
Ultra Long U.S. Treasury Bond      USD        9/19/2018        1        159,979        159,563        (416
Total net unrealized depreciation

 

     (4,585

At June 30, 2018, open futures contracts sold were as follows:

 

Futures    Currency      Expiration
Date
     Contracts      Notional
Amount ($)
     Notional
Value ($)
     Unrealized
(Depreciation) ($)
 
Euro-Schatz      EUR        9/6/2018        11        1,438,629        1,439,822        (1,193

At June 30, 2018, open interest rate swap contracts were as follows:

 

Centrally Cleared Swaps  
Cash Flows
Paid by
the Fund/Frequency
  Cash Flows
Received by
the Fund/Frequency
    Effective/
Expiration
Date
    Notional
Amount ($)
    Currency     Value ($)     Upfront
Payments
Paid/
(Received) ($)
    Unrealized
Appreciation ($)
 
Fixed — 2.16%
Semi-Annually
   

Floating — 3-Month CDOR

Semi-Annually

 

 

   
6/27/2018
6/26/2020
 
 
    700,000       CAD       973             973  
Fixed — 2.165%
Semi-Annually
   
Floating — 3-Month CDOR
Semi-Annually
 
 
   
6/26/2018
6/26/2020
 
 
    1,000,000       CAD       1,278             1,278  
Total unrealized appreciation

 

    2,251  

CDOR: Canadian Dollar Offered Rate: 3-month CDOR rate at June 30, 2018 is 1.774%

As of June 30, 2018, the Fund had the following open forward foreign currency contracts:

 

Contracts to Deliver        In Exchange For        Settlement
Date
       Unrealized
Appreciation ($)
       Counterparty  
MXN        3,546,000          USD          193,214          7/20/2018          15,143          HSBC Holdings PLC  
NOK        3,000,000          USD          384,115          7/24/2018          15,454          Danske Bank AS  
CAD        128,750          USD          99,792          8/1/2018          1,808          Morgan Stanley  
AUD        505,000          USD          380,753          8/15/2018          6,974          Toronto-Dominion Bank  
CNY        594,849          USD          90,000          9/28/2018          380          Credit Agricole  
Total unrealized appreciation                     39,759             
Contracts to Deliver        In Exchange For        Settlement
Date
       Unrealized
Depreciation ($)
       Counterparty  
USD        372,693          NOK          2,999,799          7/24/2018          (4,057        Danske Bank AS  
USD        100,000          CAD          128,752          8/1/2018          (2,014        Morgan Stanley  
USD        88,835          EUR          74,991          8/31/2018          (880        Canadian Imperial Bank of Commerce  
EUR        75,000          USD          87,509          8/31/2018          (456        Canadian Imperial Bank of Commerce  
CNY        1,330,149          USD          200,000          10/9/2018          (353        Credit Agricole  
Total unrealized depreciation                     (7,760           

Currency Abbreviations

 

ARS

Argentine Peso

AUD

Australian Dollar

CAD

Canadian Dollar

CNY

Yuan Renminbi

EUR

Euro

HUF

Hungarian Forint

IDR

Indonesian Rupiah

MXN

Mexican Peso

NOK

Norwegian Krone

USD

United States Dollar

 

 

For information on the Fund’s policy and additional disclosures regarding futures contracts, interest rate swap contracts and forward foreign currency contracts, please refer to the Derivatives section of Note A in the accompanying Notes to Financial Statements.

 

The accompanying notes are an integral part of the financial statements.

 

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Fair Value Measurements

Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in three broad levels. Level 1 includes quoted prices in active markets for identical securities. Level 2 includes other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds and credit risk). Level 3 includes significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments). The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities.

The following is a summary of the inputs used as of June 30, 2018 in valuing the Fund’s investments. For information on the Fund’s policy regarding the valuation of investments, please refer to the Security Valuation section of Note A in the accompanying Notes to Financial Statements.

 

Assets    Level 1     Level 2     Level 3      Total  
Fixed Income Investments (i)          

Corporate Bonds

   $     $ 1,352,076     $      $ 1,352,076  

Asset-Backed

           201,397              201,397  

Commercial Mortgage-Backed Security

           424,302              424,302  

Collateralized Mortgage Obligations

           1,069,252              1,069,252  

Government & Agency Obligations

           2,564,085              2,564,085  

Short-Term U.S. Treasury Obligations

           1,105,183              1,105,183  

Loan Participations and Assignments

           464,378              464,378  

Convertible Bond

                 170,694        170,694  
Common Stocks (i)      83             11,429        11,512  
Warrant                  3,563        3,563  
Short-Term Investments (i)      1,279,470                    1,279,470  
Derivatives (j)          

Futures Contracts

     1,308                    1,308  

Interest Rate Swap Contracts

           2,251              2,251  

Forward Foreign Currency Contracts

           39,759              39,759  
Total    $     1,280,861     $     7,222,683     $     185,686      $     8,689,230  
Liabilities    Level 1     Level 2     Level 3      Total  
Derivatives (j)          

Futures Contracts

   $ (7,086   $     $      $ (7,086

Forward Foreign Currency Contracts

           (7,760            (7,760
Total    $ (7,086   $ (7,760   $      $ (14,846

There have been no transfers between fair value measurement levels during the period ended June 30, 2018.

 

(i)

See Investment Portfolio for additional detailed categorizations.

 

(j)

Derivatives include unrealized appreciation (depreciation) on open futures contracts, interest rate swap contracts and forward foreign currency contracts.

Level 3 Reconciliation

The following is a reconciliation of the Fund’s Level 3 investments for which significant unobservable inputs were used in determining value:

 

     Convertible
Bonds
    Common
Stock
    Warrants     Total  

Balance as of December 31, 2017

  $ 180,626     $ 4,455     $ 2,298     $ 187,379  
Realized gains (loss)                        
Change in unrealized appreciation (depreciation)     (10,237     (4,125     1,265       (13,097
Amortization premium/discount     9                   9  
Purchases/PIK     296       11,099             11,395  
(Sales)                        
Transfers into Level 3                        
Transfers (out) of Level 3                        
Balance as of June 30, 2018   $ 170,694     $ 11,429     $ 3,563     $ 185,686  
Net change in unrealized appreciation (depreciation) from investments still held as of June 30, 2018   $ (10,237   $ (4,125   $ 1,265     $ (13,097

 

The accompanying notes are an integral part of the financial statements.

 

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Quantitative Disclosure About Significant Unobservable Inputs
Asset Class  

Fair Value

at 6/30/18

    Valuation Technique(s)   Unobservable Input   Range (Weighted Average)
Convertible Bond:        
Materials     $170,694     Market Approach   Implied Volatility of Option   45%
      Discount Rate   17.16%
      EV/EBITDA Multiple   5.75
      Discount to public comparables   30%
                Discount for lack of marketability   20%
Common Stock:        
Materials     $11,429     Market Approach   EV/EBITDA Multiple   5.75
      Discount to public comparables   30%
                Discount for lack of marketability   20%
Warrants:        
Materials     $3,563     Black Scholes Option Pricing Model   Implied Volatility of Option   22.85%
                Illiquidity Discount   20%

Qualitative Disclosure About Unobservable Inputs

Significant unobservable inputs developed by the Pricing Committee and used in the fair value measurement of the Fund’s common stock and convertible bond include enterprise value (EV) to earnings before interest, taxes, depreciation and amortization (EBITDA) ratio with a discount for lack of marketability. A significant change in the EV to EBITDA ratio may result in a significant change in the fair value measurement, while a significant change in the discount for lack of marketability is unlikely to result in a materially higher or lower fair value measurement.

Significant unobservable inputs developed by the Pricing Committee and used in the fair value measurement of the Fund’s warrants include volatility and discount for lack of marketability. A change in the volatility of the underlying asset as an input to the Black Scholes Model may have a significant change in the fair value measurement. A significant change in the discount for lack of marketability is unlikely to have a material impact to the fair value measurement

 

The accompanying notes are an integral part of the financial statements.

 

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Statement of Assets and Liabilities

 

as of June 30, 2018 (Unaudited)        
Assets        
Investments in non-affiliated securities, at value (cost $7,332,830) — including $192,493 of securities loaned   $ 7,366,442  
Investment in DWS Government & Agency Securities Portfolio (cost $201,660)*     201,660  
Investment in DWS Central Cash Management Government Fund (cost $1,077,810)     1,077,810  
Cash     8,349  
Foreign currency, at value (cost $118,974)     114,538  
Receivable for variation margin on futures contracts     210  
Interest receivable     77,424  
Receivable for variation margin on centrally cleared swaps     3,070  
Unrealized appreciation on forward foreign currency contracts     39,759  
Foreign taxes recoverable     625  
Due from Advisor     7,255  
Other assets     471  
Total assets     8,897,613  
Liabilities

 

Payable upon return of securities loaned     201,660  
Payable for Fund shares redeemed     2,587  
Unrealized depreciation on forward foreign currency contracts     7,760  
Accrued Trustees’ fees     689  
Other accrued expenses and payables     82,079  
Total liabilities     294,775  
Net assets, at value   $ 8,602,838  
Net Assets Consist of

 

Undistributed net investment income     150,305  
Net unrealized appreciation (depreciation) on:

 

Investments

    33,612  

Swap contracts

    2,251  

Futures

    (5,778

Foreign currency

    (4,977

Forward foreign currency contracts

    31,999  
Accumulated net realized gain (loss)     (4,559,826
Paid-in capital       12,955,252  
Net assets, at value   $ 8,602,838  
Net Asset Value

 

Class A

 
Net asset value, offering and redemption price per share ($8,602,838 ÷ 915,802 outstanding shares of beneficial interest, no par value, unlimited number of shares authorized)   $ 9.39  

 

*

Represents collateral on securities loaned.

Statement of Operations

 

for the six months ended June 30, 2018 (Unaudited)        
Investment Income

 

Income:

 

Interest (net of foreign taxes withheld of $1,068)   $ 176,819  
Income distributions — Deutsche Central Cash Management Government Fund     5,626  
Securities lending income, net of borrower rebates     2,519  
Total income     184,964  
Expenses:

 

Management fee     25,072  
Administration fee     4,559  
Services to Shareholders     161  
Custodian fee     12,069  
Professional fees     42,926  
Reports to shareholders     9,471  
Trustees’ fees and expenses     1,449  
Pricing service fee     9,114  
Other     1,379  
Total expenses before expense reductions     106,200  
Expense reductions     (76,569
Total expenses after expense reductions     29,631  
Net investment income     155,333  
Realized and Unrealized Gain (Loss)        
Net realized gain (loss) from:  
Investments     19,071  
Futures     (25,774
Forward foreign currency contracts     (7,571
Foreign currency     9,400  
      (4,874
Change in net unrealized appreciation (depreciation) on:  
Investments     (268,508
Swap contracts     2,251  
Futures     (2,215
Forward foreign currency contracts     30,530  
Foreign currency     1,705  
      (236,237
Net gain (loss)       (241,111
Net increase (decrease) in net assets resulting from operations   $ (85,778
 

 

The accompanying notes are an integral part of the financial statements.

 

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Statements of Changes in Net Assets

 

Increase (Decrease) in Net Assets   Six Months
Ended
June 30, 2018
(Unaudited)
    Year Ended
December 31,
2017
 
Operations:    
Net investment income   $ 155,333     $ 612,061  
Net realized gain (loss)     (4,874     498,625  
Change in net unrealized appreciation (depreciation)     (236,237     372,805  
Net increase (decrease) in net assets resulting from operations     (85,778     1,483,491  
Distributions to shareholders from:    
Net investment income:    

Class A

    (641,992     (201,605
Total distributions     (641,992     (201,605
Fund share transactions:    

Class A

   
Proceeds from shares sold     161,330       710,821  
Reinvestment of distributions     641,992       201,605  
Payments for shares redeemed     (1,190,173     (17,200,328
Net increase (decrease) in net assets from Class A share transactions     (386,851     (16,287,902
Increase (decrease) in net assets     (1,114,621     (15,006,016
Net assets at beginning of period     9,717,459       24,723,475  
Net assets at end of period (including undistributed net investment income of $150,305 and $636,964, respectively)   $ 8,602,838     $ 9,717,459  
Other Information                

Class A

   
Shares outstanding at beginning of period     951,249       2,560,974  
Shares sold     16,422       71,456  
Shares issued to shareholders in reinvestment of distributions     68,080       20,405  
Shares redeemed     (119,949     (1,701,586
Net increase (decrease) in Class A shares     (35,447     (1,609,725
Shares outstanding at end of period     915,802       951,249  

 

The accompanying notes are an integral part of the financial statements.

 

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Financial Highlights

 

    Six Months
Ended 6/30/18
    Years Ended December 31,  
Class A   (Unaudited)     2017     2016     2015     2014     2013  
Selected Per Share Data                                                
Net asset value, beginning of period   $ 10.22     $ 9.65     $ 10.43     $ 11.20     $ 11.53     $ 12.60  
Income (loss) from investment operations:            

Net investment incomea

    .17       .28       .22       .40       .49       .49  

Net realized and unrealized gain (loss)

    (.27     .37       (.17     (.72     (.23     (.59

Total from investment operations

    (.10     .65       .05       (.32     .26       (.10
Less distributions from:            

Net investment income

    (.73     (.08     (.83     (.45     (.59     (.62

Net realized gains

                                  (.35

Total distributions

    (.73     (.08     (.83     (.45     (.59     (.97
Net asset value, end of period   $ 9.39     $ 10.22     $ 9.65     $ 10.43     $ 11.20     $ 11.53  
Total Return (%)b     (1.02 )**      6.78       .50       (3.02     2.23       (1.04
Ratios to Average Net Assets and Supplemental Data                                                
Net assets, end of period ($ millions)     9       10       25       33       54       61  
Ratio of expenses before expense reductions (%)c     2.33 *      1.37       1.31       1.15       1.08       1.02  
Ratio of expenses after expense reductions (%)c     .65 *      .67       .68       .70       .77       .74  
Ratio of net investment income (%)     3.41 *      2.81       2.19       3.67       4.23       4.16  
Portfolio turnover rate (%)     4 **      96       159       185       185       183  

 

a  Based on average shares outstanding during the period.

 

b  Total return would have been lower had certain expenses not been reduced.

 

c  Expense ratio does not reflect charges and fees associated with the separate account that invests in the Fund or any variable life insurance policy or variable annuity contract for which the Fund is an investment option.

 

*  Annualized

 

**  Not annualized

 

The accompanying notes are an integral part of the financial statements.

 

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Notes to Financial Statements   (Unaudited)

A. Organization and Significant Accounting Policies

DWS Multisector Income VIP (formerly Deutsche Multisector Income VIP) (the “Fund”) is a diversified series of Deutsche DWS Variable Series II (formerly Deutsche Variable Series II) (the “Trust”), which is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company organized as a Massachusetts business trust.

The Fund’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) which require the use of management estimates. Actual results could differ from those estimates. The Fund qualifies as an investment company under Topic 946 of Accounting Standards Codification of U.S. GAAP. The policies described below are followed consistently by the Fund in the preparation of its financial statements.

Security Valuation. Investments are stated at value determined as of the close of regular trading on the New York Stock Exchange on each day the exchange is open for trading.

Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in three broad levels. Level 1 includes quoted prices in active markets for identical securities. Level 2 includes other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds and credit risk). Level 3 includes significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments). The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities.

Debt securities and loan participations and assignments are valued at prices supplied by independent pricing services approved by the Fund’s Board. Such services may use various pricing techniques which take into account appropriate factors such as yield, quality, coupon rate, maturity, type of issue, trading characteristics, prepayment speeds and other data, as well as broker quotes. If the pricing services are unable to provide valuations, debt securities are valued at the average of the most recent reliable bid quotations or evaluated prices, as applicable, obtained from broker-dealers and loan participations and assignments are valued at the mean of the most recent bid and ask quotations or evaluated prices, as applicable, obtained from one or more broker-dealers. Certain securities may be valued on the basis of a price provided by a single source or broker-dealer. No active trading market may exist for some senior loans and they may be subject to restrictions on resale. The inability to dispose of senior loans in a timely fashion could result in losses. These securities are generally categorized as Level 2.

Investments in open-end investment companies are valued at their net asset value each business day and are categorized as Level 1.

Futures contracts are generally valued at the settlement prices established each day on the exchange on which they are traded and are categorized as Level 1.

Forward currency contracts are valued at the prevailing forward exchange rate of the underlying currencies and are categorized as Level 2.

Swap contracts are valued daily based upon prices supplied by a Board approved pricing vendor, if available, and otherwise are valued at the price provided by the broker-dealer. Swap contracts are generally categorized as Level 2.

Securities and other assets for which market quotations are not readily available or for which the above valuation procedures are deemed not to reflect fair value are valued in a manner that is intended to reflect their fair value as determined in accordance with procedures approved by the Board and are generally categorized as Level 3. In accordance with the Fund’s valuation procedures, factors considered in determining value may include, but are not limited to, the type of the security; the size of the holding; the initial cost of the security; the existence of any contractual restrictions on the security’s disposition; the price and extent of public trading in similar securities of the issuer or of comparable companies; quotations or evaluated prices from broker-dealers and/or pricing services; information obtained from the issuer, analysts, and/or the appropriate stock exchange (for exchange-traded securities); an analysis of the company’s or issuer’s financial statements; an evaluation of the forces that influence the issuer and the market(s) in which the security is purchased and sold; and with respect to debt securities, the maturity, coupon, creditworthiness, currency denomination and the movement of the market in which the security is normally traded. The value determined under these procedures may differ from published values for the same securities.

 

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Disclosure about the classification of fair value measurements is included in a table following the Fund’s Investment Portfolio.

Foreign Currency Translations. The books and records of the Fund are maintained in U.S. dollars. Investment securities and other assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the prevailing exchange rates at period end. Purchases and sales of investment securities, income and expenses are translated into U.S. dollars at the prevailing exchange rates on the respective dates of the transactions.

Net realized and unrealized gains and losses on foreign currency transactions represent net gains and losses between trade and settlement dates on securities transactions, the acquisition and disposition of foreign currencies, and the difference between the amount of net investment income accrued and the U.S. dollar amount actually received. The portion of both realized and unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed but is included with net realized and unrealized gain/appreciation and loss/depreciation on investments.

Securities Lending. Deutsche Bank AG, as lending agent, lends securities of the Fund to certain financial institutions under the terms of its securities lending agreement. During the term of the loans, the Fund continues to receive interest and dividends generated by the securities and to participate in any changes in their market value. The Fund requires the borrowers of the securities to maintain collateral with the Fund consisting of either cash or liquid, unencumbered assets having a value at least equal to the value of the securities loaned. When the collateral falls below specified amounts, the lending agent will use its best effort to obtain additional collateral on the next business day to meet required amounts under the securities lending agreement. As of period end, any securities on loan were collateralized by cash. During the six months ended June 30, 2018, the Fund invested the cash collateral into a joint trading account in affiliated money market funds managed by DWS Investment Management Americas, Inc. As of June 30, 2018, the Fund invested the cash collateral in DWS Government & Agency Securities Portfolio. DWS Investment Management Americas, Inc. receives a management/administration fee (0.14% annualized effective rate as of June 30, 2018) on the cash collateral invested in DWS Government & Agency Securities Portfolio. The Fund receives compensation for lending its securities either in the form of fees or by earning interest on invested cash collateral net of borrower rebates and fees paid to a lending agent. Either the Fund or the borrower may terminate the loan at any time, and the borrower, after notice, is required to return borrowed securities within a standard time period. There may be risks of delay and costs in recovery of securities or even loss of rights in the collateral should the borrower of the securities fail financially. If the Fund is not able to recover securities lent, the Fund may sell the collateral and purchase a replacement investment in the market, incurring the risk that the value of the replacement security is greater than the value of the collateral. The Fund is also subject to all investment risks associated with the reinvestment of any cash collateral received, including, but not limited to, interest rate, credit and liquidity risk associated with such investments.

As of June 30, 2018, the Fund had securities on loan, which were classified as corporate bonds in the Investment Portfolio. The value of the related collateral exceeded the value of the securities loaned at period end. As of period end, the remaining contractual maturity of the collateral agreements were overnight and continuous.

Loan Participations and Assignments. Loan Participations and Assignments are portions of loans originated by banks and sold in pieces to investors. These floating-rate loans (“Loans”) in which the Fund invests are arranged between the borrower and one or more financial institutions (“Lenders”). These Loans may take the form of Senior Loans, which are corporate obligations often issued in connection with recapitalizations, acquisitions, leveraged buy outs and refinancing. The Fund invests in such Loans in the form of participations in Loans (“Participations”) or assignments of all or a portion of Loans from third parties (“Assignments”). Participations typically result in the Fund having a contractual relationship with only the Lender, not with the borrower. The Fund has the right to receive payments of principal, interest and any fees to which it is entitled from the Lender selling the Participation and only upon receipt by the Lender of the payments from the borrower. In connection with purchasing Participations, the Fund generally has no right to enforce compliance by the borrower with the terms of the loan agreement relating to the Loan, or any rights of set off against the borrower, and the Fund will not benefit directly from any collateral supporting the Loan in which it has purchased the Participation. As a result, the Fund assumes the credit risk of both the borrower and the Lender that is selling the Participation. Assignments typically result in the Fund having a direct contractual relationship with the borrower, and the Fund may enforce compliance by the borrower with the terms of the loan agreement. Loans held by the Fund are generally in the form of Assignments, but the Fund may also invest in Participations. If affiliates of the Advisor participate in the primary and secondary

 

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market for senior loans, legal limitations may restrict the Fund’s ability to participate in restructuring or acquiring some senior loans. All Loans involve interest rate risk, liquidity risk and credit risk, including the potential default or insolvency of the borrower.

When-Issued/Delayed Delivery Securities. The Fund may purchase or sell securities with delivery or payment to occur at a later date beyond the normal settlement period. At the time the Fund enters into a commitment to purchase or sell a security, the transaction is recorded and the value of the transaction is reflected in the net asset value. The price of such security and the date when the security will be delivered and paid for are fixed at the time the transaction is negotiated. The value of the security may vary with market fluctuations. At the time the Fund enters into this type of transaction, it is required to segregate cash or other liquid assets at least equal to the amount of the commitment. Additionally, the Fund may be required to post securities and/or cash collateral in accordance with the terms of the commitment.

Certain risks may arise upon entering into when-issued or delayed delivery transactions from the potential inability of counterparties to meet the terms of their contracts or if the issuer does not issue the securities due to political, economic, or other factors. Additionally, losses may arise due to changes in the value of the underlying securities.

Taxes. The Fund’s policy is to comply with the requirements of the Internal Revenue Code, as amended, which are applicable to regulated investment companies and to distribute all of its taxable income to its shareholders.

Additionally, the Fund may be subject to taxes imposed by the governments of countries in which it invests and are generally based on income and/or capital gains earned or repatriated, a portion of which may be recoverable. Based upon the current interpretation of the tax rules and regulations, estimated tax liabilities and recoveries on certain foreign securities are recorded on an accrual basis and are reflected as components of interest income or net change in unrealized gain/loss on investments. Tax liabilities realized as a result of security sales are reflected as a component of net realized gain/loss on investments.

At December 31, 2017, the Fund had net tax basis capital loss carryforwards of approximately $4,557,000, which may be applied against realized net taxable capital gains indefinitely, including short-term losses ($1,958,000) and long-term losses ($2,599,000).

At December 31, 2017, the aggregate cost of investments for federal income tax purposes was $9,118,257. The net unrealized appreciation for all investments based on tax cost was $301,386. This consisted of aggregate gross unrealized appreciation for all investments in which there was an excess of value over tax cost of $431,028 and aggregate gross unrealized depreciation for all investments in which there was an excess of tax cost over value of $129,642.

The Fund has reviewed the tax positions for the open tax years as of December 31, 2017 and has determined that no provision for income tax and/or uncertain tax provisions is required in the Fund’s financial statements. The Fund’s federal tax returns for the prior three fiscal years remain open subject to examination by the Internal Revenue Service.

Distribution of Income and Gains. Distributions from net investment income of the Fund, if any, are declared and distributed to shareholders annually. Net realized gains from investment transactions, in excess of available capital loss carryforwards, would be taxable to the Fund if not distributed and, therefore, will be distributed to shareholders at least annually. The Fund may also make additional distributions for tax purposes if necessary.

The timing and characterization of certain income and capital gain distributions are determined annually in accordance with federal tax regulations which may differ from accounting principles generally accepted in the United States of America. These differences primarily relate to investments in foreign denominated investments, futures contracts, swap contracts and certain securities sold at a loss. As a result, net investment income (loss) and net realized gain (loss) on investment transactions for a reporting period may differ significantly from distributions during such period. Accordingly, the Fund may periodically make reclassifications among certain of its capital accounts without impacting the net asset value of the Fund.

The tax character of current year distributions will be determined at the end of the current fiscal year.

Expenses. Expenses of the Trust arising in connection with a specific fund are allocated to that fund. Other Trust expenses which cannot be directly attributed to a fund are apportioned among the funds in the Trust based upon the relative net assets or other appropriate measures.

Contingencies. In the normal course of business, the Fund may enter into contracts with service providers that contain general indemnification clauses. The Fund’s maximum exposure under these arrangements is

 

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unknown, as this would involve future claims that may be made against the Fund that have not yet been made. However, based on experience, the Fund expects the risk of loss to be remote.

Other. Investment transactions are accounted for on a trade date plus one basis for daily net asset value calculations. However, for financial reporting purposes, investment transactions are reported on trade date. Interest income is recorded on the accrual basis. Dividend income is recorded on the ex-dividend date net of foreign withholding taxes. Realized gains and losses from investment transactions are recorded on an identified cost basis. Proceeds from litigation payments, if any, are included in net realized gain (loss) from investments. All discounts and premiums are accreted/amortized for both tax and financial reporting purposes for the Fund, with the exception of securities in default of principal.

B. Derivative Instruments

Swaps. A swap is a contract between two parties to exchange future cash flows at periodic intervals based on the notional amount of the swap. A bilateral swap is a transaction between the fund and a counterparty where cash flows are exchanged between the two parties. A centrally cleared swap is a transaction executed between the fund and a counterparty, then cleared by a clearing member through a central clearinghouse. The central clearinghouse serves as the counterparty, with whom the fund exchanges cash flows.

The value of a swap is adjusted daily, and the change in value, if any, is recorded as unrealized appreciation or depreciation in the Statement of Assets and Liabilities. Gains or losses are realized when the swap expires or is closed. Certain risks may arise when entering into swap transactions including counterparty default; liquidity; or unfavorable changes in interest rates or the value of the underlying reference security, commodity or index. In connection with bilateral swaps, securities and/or cash may be identified as collateral in accordance with the terms of the swap agreement to provide assets of value and recourse in the event of default. The maximum counterparty credit risk is the net present value of the cash flows to be received from or paid to the counterparty over the term of the swap, to the extent that this amount is beneficial to the Fund, in addition to any related collateral posted to the counterparty by the Fund. This risk may be partially reduced by a master netting arrangement between the Fund and the counterparty. Upon entering into a centrally cleared swap, the Fund is required to deposit with a financial intermediary cash or securities (“initial margin”) in an amount equal to a certain percentage of the notional amount of the swap. Subsequent payments (“variation margin”) are made or received by the Fund dependent upon the daily fluctuations in the value of the swap. In a cleared swap transaction, counterparty risk is minimized as the central clearinghouse acts as the counterparty.

An upfront payment, if any, made by the Fund is recorded as an asset in the Statement of Assets and Liabilities. An upfront payment, if any, received by the Fund is recorded as a liability in the Statement of Assets and Liabilities. Payments received or made at the end of the measurement period are recorded as realized gain or loss in the Statement of Operations.

Interest rate swaps are agreements in which the Fund agrees to pay to the counterparty a fixed rate payment in exchange for the counterparty agreeing to pay to the Fund a variable rate payment, or the Fund agrees to receive from the counterparty a fixed rate payment in exchange for the counterparty agreeing to receive from the Fund a variable rate payment. The payment obligations are based on the notional amount of the swap. For the six months ended June 30, 2018, the Fund entered into interest rate swap agreements to gain exposure to different parts of the yield curve while managing overall duration.

There were no open interest rate swap contracts as of June 30, 2018. For the six months ended June 30, 2018 the investment in interest rate swap contracts had a total notional amount generally indicative of a range from $0 to $1,700,000.

Futures Contracts. A futures contract is an agreement between a buyer or seller and an established futures exchange or its clearinghouse in which the buyer or seller agrees to take or make a delivery of a specific amount of a financial instrument at a specified price on a specific date (settlement date). For the six months ended June 30, 2018, the Fund entered into interest rate futures to gain exposure to different parts of the yield curve while managing overall duration and for non-hedging purposes to seek to enhance potential gains.

Upon entering into a futures contract, the Fund is required to deposit with a financial intermediary cash or securities (“initial margin”) in an amount equal to a certain percentage of the face value indicated in the futures contract. Subsequent payments (“variation margin”) are made or received by the Fund dependent upon the daily fluctuations in the value and are recorded for financial reporting purposes as unrealized gains or losses by the Fund. Gains or losses are realized when the contract expires or is closed. Since all futures

 

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contracts are exchange-traded, counterparty risk is minimized as the exchange’s clearinghouse acts as the counterparty, and guarantees the futures against default.

Certain risks may arise upon entering into futures contracts, including the risk that an illiquid market will limit the Fund’s ability to close out a futures contract prior to the settlement date and the risk that the futures contract is not well correlated with the security, index or currency to which it relates. Risk of loss may exceed amounts disclosed in the Statement of Assets and Liabilities.

A summary of the open futures contracts as of June 30, 2018 is included in a table following the Fund’s Investment Portfolio. For the six months ended June 30, 2018, the investment in futures contracts purchased had a total notional value generally indicative of a range from approximately $801,000 to $1,475,000, and the investment in futures contracts sold had a total notional value generally indicative of a range from approximately $0 to approximately $1,440,000.

Forward Foreign Currency Contracts. A forward foreign currency contract (“forward currency contract”) is a commitment to purchase or sell a foreign currency at the settlement date at a negotiated rate. For the six months ended June 30, 2018, the Fund entered into forward currency contracts in order to hedge against anticipated currency market changes and for non-hedging purposes to seek to enhance potential gains.

Forward currency contracts are valued at the prevailing forward exchange rate of the underlying currencies and unrealized gain (loss) is recorded daily. On the settlement date of the forward currency contract, the Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value of the contract at the time it was closed. Certain risks may arise upon entering into forward currency contracts from the potential inability of counterparties to meet the terms of their contracts. The maximum counterparty credit risk to the Fund is measured by the unrealized gain on appreciated contracts. Additionally, when utilizing forward currency contracts to hedge, the Fund gives up the opportunity to profit from favorable exchange rate movements during the term of the contract.

A summary of the open forward currency contracts as of June 30, 2018, is included in a table following the Fund’s Investment Portfolio. For the six months ended June 30, 2018, the investment in forward currency contracts short vs. U.S. dollars had a total contract value generally indicative of a range from approximately $582,000 to $1,435,000, and the investment in forward currency contracts long vs. U.S. dollars had a total contract value generally indicative of a range from approximately $0 to $562,000.

The following tables summarize the value of the Fund’s derivative instruments held as of June 30, 2018 and the related location in the accompanying Statement of Assets and Liabilities, presented by primary underlying risk exposure:

 

Asset Derivatives   Forward
Contracts
    Swap
Contracts
    Futures
Contracts
    Total  
Interest Rate Contracts (a)   $     $ 2,251     $ 1,308     $ 3,559  
Foreign Exchange Contracts (b)     39,759                   39,759  
    $ 39,759     $ 2,251     $ 1,308     $ 43,318  

Each of the above derivatives is located in the following Statement of Assets and Liabilities accounts:

 

(a)

Includes cumulative appreciation of futures and centrally cleared swap contracts as disclosed in the Investment Portfolio. Unsettled variation margin is disclosed separately within the statement of Assets and Liabilities.

 

(b)

Unrealized appreciation on forward foreign currency contracts

 

Liability Derivatives   Forward
Contracts
    Futures
Contracts
    Total  
Interest Rate Contracts (c)   $     $ (7,086   $ (7,086
Foreign Exchange Contracts (d)     (7,760           (7,760
    $ (7,760   $ (7,086   $ (14,846

Each of the above derivatives is located in the following Statement of Assets and Liabilities accounts:

 

(c)

Includes cumulative depreciation of futures contracts as disclosed in the Investment Portfolio. Unsettled variation margin is disclosed separately within the Statement of Assets and Liabilities.

 

(d)

Unrealized depreciation on forward foreign currency contracts

 

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Additionally, the amount of unrealized and realized gains and losses on derivative instruments recognized in Fund earnings during the six months ended June 30, 2018 and the related location in the accompanying Statement of Operations is summarized in the following tables by primary underlying risk exposure:

 

Realized Gain (Loss)   Forward
Contracts
    Futures
Contracts
    Total  
Interest Rate Contracts (e)   $     $ (25,774   $ (25,774
Foreign Exchange Contracts (f)     (7,571           (7,571
    $ (7,571   $ (25,774   $ (33,345

Each of the above derivatives is located in the following Statement of Operations accounts:

 

(e)

Net realized gain (loss) from futures

 

(f)

Net realized gain (loss) from forward foreign currency contracts

 

Change in Net Unrealized Appreciation (Depreciation)   Forward
Contracts
    Swap
Contracts
    Futures
Contracts
    Total  
Interest Rate Contracts (g)   $     $ 2,251     $ (2,215   $ 36  
Foreign Exchange Contracts (h)     30,530                   30,530  
    $ 30,530     $ 2,251     $ (2,215   $ 30,566  

Each of the above derivatives is located in the following Statement of Operations accounts:

 

(g)

Change in net unrealized appreciation (depreciation) on swap contracts and futures, respectively

 

(h)

Change in net unrealized appreciation (depreciation) on forward foreign currency contracts

As of June 30, 2018, the Fund has transactions subject to enforceable master netting agreements which govern the terms of certain transactions, and reduce the counterparty risk associated with such transactions. Master netting agreements allow a Fund to close out and net total exposure to a counterparty in the event of a deterioration in the credit quality or contractual default with respect to all of the transactions with a counterparty. As defined by the master netting agreement, the Fund may have collateral agreements with certain counterparties to mitigate risk. For financial reporting purposes the Statement of Assets and Liabilities generally shows derivatives assets and liabilities on a gross basis, which reflects the full risks and exposures prior to netting. A reconciliation of the gross amounts on the Statement of Assets and Liabilities to the net amounts by a counterparty, including any collateral exposure, is included in the following tables:

 

Counterparty   Gross Amounts
of Assets
Presented in the
Statement of
Assets and
Liabilities
    Financial
Instruments
and
Derivatives
Available
for Offset
    Collateral
Received
    Net Amount of
Derivative
Assets
 
Credit Agricole   $ 380     $ (353   $     $ 27  
Danske Bank AS     15,454       (4,057           11,397  
HSBC Holdings PLC     15,143                   15,143  
Morgan Stanley     1,808       (1,808            
Toronto-Dominion Bank     6,974                   6,974  
    $ 39,759     $ (6,218   $     $ 33,541  
Counterparty   Gross Amounts
of Liabilities
Presented in the
Statement of
Assets and
Liabilities
    Financial
Instruments
and
Derivatives
Available
for Offset
    Collateral
Pledged
    Net Amount of
Derivative
Liabilities
 
Canadian Imperial Bank of Commerce   $ 1,336     $     $     $ 1,336  
Credit Agricole     353       (353            
Danske Bank AS     4,057       (4,057            
Morgan Stanley     2,014       (1,808           206  
    $ 7,760     $ (6,218   $     $ 1,542  

 

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C. Purchases and Sales of Securities

During the year ended June 30, 2018, purchases and sales of investment securities, excluding short-term investments, were as follows:

 

     Purchases     Sales  
Non-U.S. Treasury Obligations   $ 258,780     $ 1,322,885  
U.S. Treasury Obligations   $ 4,998     $ 0  

D. Related Parties

Management Agreement. Under the Investment Management Agreement with DWS Investment Management Americas, Inc. (formerly Deutsche Investment Management Americas Inc.) (“DIMA” or the “Advisor”), an indirect, wholly owned subsidiary of DWS Group GmbH & Co. KGaA (“DWS Group”), the Advisor directs the investments of the Fund in accordance with its investment objectives, policies and restrictions. The Advisor determines the securities, instruments and other contracts relating to investments to be purchased, sold or entered into by the Fund or delegates such responsibility to the Fund’s subadvisor.

Deutsche Alternative Asset Management (Global) Limited (DAAM Global), also an indirect, wholly owned subsidiary of Deutsche Bank AG, serves as subadvisor for the Fund and, as such, provides portfolio manager services to the Fund. Pursuant to a sub-advisory agreement between DIMA and DAAM Global, DIMA, not the Fund, compensates DAAM Global for the services it provides to the Fund.

Pursuant to the Investment Management Agreement with the Advisor, the Fund pays a monthly management fee based on the Fund’s average daily net assets, computed and accrued daily and payable monthly, at the following annual rates:

 

First $250 million     .550
Next $750 million     .520
Next $1.5 billion     .500
Next $2.5 billion     .480
Next $2.5 billion     .450
Next $2.5 billion     .430
Next $2.5 billion     .410
Over $12.5 billion     .390

Accordingly, for the six months ended June 30, 2018, the fee pursuant to the Investment Management Agreement was equivalent to an annualized rate (exclusive of any applicable waivers/reimbursements) of 0.55% of the Fund’s average daily net assets.

For the period from January 1, 2018 through April 30, 2019, the Advisor has contractually agreed to waive its fee and/or reimburse certain operating expenses to the extent necessary to maintain the total annual operating expenses (excluding certain expenses such as extraordinary expenses, taxes, brokerage and interest expense) at 0.65%.

For the six months ended June 30, 2018, fees waived and/or expenses reimbursed amounted to $76,569.

Administration Fee. Pursuant to an Administrative Services Agreement, DIMA provides most administrative services to the Fund. For all services provided under the Administrative Services Agreement, the Fund pays DIMA an annual fee (“Administration Fee”) of 0.10% of the Fund’s average daily net assets, computed and accrued daily and payable monthly. For the six months ended June 30, 2018, the Administration Fee was $4,559, of which $718 is unpaid.

Service Provider Fees. DWS Service Company (“DSC”), an affiliate of the Advisor, is the transfer agent, dividend-paying agent and shareholder service agent for the Fund. Pursuant to a sub-transfer agency agreement between DSC and DST Systems, Inc. (“DST”), DSC has delegated certain transfer agent, dividend-paying agent and shareholder service agent functions to DST. DSC compensates DST out of the shareholder servicing fee it receives from the Fund. For the six months ended June 30, 2018, the amounts charged to the Fund by DSC aggregated $65, of which $23 is unpaid.

Typesetting and Filing Service Fees. Under an agreement with DIMA, DIMA is compensated for providing typesetting and certain regulatory filing services to the Fund. For the six months ended June 30, 2018, the amount charged to the Fund by DIMA included in the Statement of Operations under “Reports to shareholders” aggregated $6,730, of which all is unpaid.

 

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Trustees’ Fees and Expenses. The Fund paid retainer fees to each Trustee not affiliated with the Advisor, plus specified amounts to the Board Chairperson and Vice Chairperson and to each committee Chairperson.

Affiliated Cash Management Vehicles. The Fund may invest uninvested cash balances in DWS Central Cash Management Government Fund and DWS Variable NAV Money Fund, affiliated money market funds which are managed by the Advisor. Each affiliated money market fund is managed in accordance with Rule 2a-7 under the 1940 Act, which governs the quality, maturity, diversity and liquidity of instruments in which a money market fund may invest. DWS Central Cash Management Government Fund seeks to maintain a stable net asset value, and DWS Variable NAV Money Fund maintains a floating net asset value. The Fund indirectly bears its proportionate share of the expenses of each affiliated money market fund in which it invests. DWS Central Cash Management Government Fund does not pay the Advisor an investment management fee. To the extent that DWS Variable NAV Money Fund pays an investment management fee to the Advisor, the Advisor will waive an amount of the investment management fee payable to the Advisor by the Fund equal to the amount of the investment management fee payable on the Fund’s assets invested in DWS Variable NAV Money Fund.

Security Lending Fees. Deutsche Bank AG serves as securities lending agent for the Fund. For the six months ended June 30, 2018, the Fund incurred securities lending agent fees to Deutsche Bank AG in the amount of $190.

E. Line of Credit

The Fund and other affiliated funds (the “Participants”) share in a $400 million revolving credit facility provided by a syndication of banks. The Fund may borrow for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities. The Participants are charged an annual commitment fee which is allocated based on net assets, among each of the Participants. Interest is calculated at a rate per annum equal to the sum of the Federal Funds Rate plus 1.25 percent plus if the one-month LIBOR exceeds the Federal Funds Rate, the amount of such excess. The Fund may borrow up to a maximum of 33 percent of its net assets under the agreement. The Fund had no outstanding loans at June 30, 2018.

F. Investing in High-Yield Securities

High-yield debt securities or junk bonds are generally regarded as speculative with respect to the issuer’s continuing ability to meet principal and interest payments. The Fund’s performance could be hurt if an issuer of a debt security suffers an adverse change in financial condition that results in the issuer not making timely payments of interest or principal, a security downgrade or an inability to meet a financial obligation. High-yield debt securities’ total return and yield may generally be expected to fluctuate more than the total return and yield of investment-grade debt securities. A real or perceived economic downturn or an increase in market interest rates could cause a decline in the value of high-yield debt securities, result in increased redemptions and/or result in increased portfolio turnover, which could result in a decline in net asset value of the Fund, reduce liquidity for certain investments and/or increase costs. High-yield debt securities are often thinly traded and can be more difficult to sell and value accurately than investment-grade debt securities as there may be no established secondary market. Investments in high yield debt securities could increase liquidity risk for the Fund. In addition, the market for high-yield debt securities can experience sudden and sharp volatility which is generally associated more with investments in stocks.

G. Investing in Emerging Markets

Investing in emerging markets may involve special risks and considerations not typically associated with investing in developed markets. These risks include revaluation of currencies, high rates of inflation or deflation, repatriation restrictions on income and capital, and future adverse political, social and economic developments. Moreover, securities issued in these markets may be less liquid, subject to government ownership controls or delayed settlements, and may have prices that are more volatile or less easily assessed than those of comparable securities of issuers in developed markets.

H. Ownership of the Fund

At June 30, 2018, one participating insurance company was owners of record of 10% or more of the total outstanding Class A shares of the Fund, owning 93%.

 

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I. Name Changes

In connection with adoption of the DWS brand, effective July 2, 2018, Deutsche Investment Management Americas Inc., the Advisor, was renamed to DWS Investment Management Americas, Inc. In addition, the “Deutsche Funds” became known as the “DWS Funds.” As a result, Deutsche Variable Series II was renamed Deutsche DWS Variable Series II and Deutsche Multisector Income VIP was renamed DWS Multisector Income VIP.

 

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Information About Your Fund’s Expenses   (Unaudited)

As an investor of the Fund, you incur two types of costs: ongoing expenses and transaction costs. Ongoing expenses include management fees and other Fund expenses. Examples of transaction costs include contract charges, which are not shown in this section. The following tables are intended to help you understand your ongoing expenses (in dollars) of investing in the Fund and to help you compare these expenses with the ongoing expenses of investing in other mutual funds. In the most recent six-month period, the Fund limited these expenses; had it not done so, expenses would have been higher. The example in the table is based on an investment of $1,000 invested at the beginning of the six-month period and held for the entire period (January 1, 2018 to June 30, 2018).

The tables illustrate your Fund’s expenses in two ways:

 

  Actual Fund Return. This helps you estimate the actual dollar amount of ongoing expenses (but not transaction costs) paid on a $1,000 investment in the Fund using the Fund’s actual return during the period. To estimate the expenses you paid over the period, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the “Expenses Paid per $1,000” line under the share class you hold.

 

  Hypothetical 5% Fund Return. This helps you to compare your Fund’s ongoing expenses (but not transaction costs) with those of other mutual funds using the Fund’s actual expense ratio and a hypothetical rate of return of 5% per year before expenses. Examples using a 5% hypothetical Fund return may be found in the shareholder reports of other mutual funds. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period.

Please note that the expenses shown in these tables are meant to highlight your ongoing expenses only and do not reflect any transaction costs. The “Expenses Paid per $1,000” line of the tables is useful in comparing ongoing expenses only and will not help you determine the relative total expense of owning different funds. If these transaction costs had been included, your costs would have been higher.

 

Expenses and Value of a $1,000 Investment for the six months ended June 30, 2018       
Actual Fund Return     Class A  
Beginning Account Value 1/1/18   $ 1,000.00  
Ending Account Value 6/30/18   $ 989.80  
Expenses Paid per $1,000*   $ 3.21  
Hypothetical 5% Fund Return     Class A  
Beginning Account Value 1/1/18   $ 1,000.00  
Ending Account Value 6/30/18   $ 1,021.57  
Expenses Paid per $1,000*   $ 3.26  

 

* Expenses are equal to the Fund’s annualized expense ratio, multiplied by the average account value over the period, multiplied by 181 (the number of days in the most recent six-month period), then divided by 365.

 

Annualized Expense Ratio   Class A  
Deutsche DWS Variable Series II — DWS Multisector Income VIP     .65

For more information, please refer to the Fund’s prospectus.

These tables do not reflect charges and fees (“contract charges”) associated with the separate account that invests in the Fund or any variable life insurance policy or variable annuity contract for which the Fund is an investment option.

For an analysis of the fees associated with an investment in the Fund or similar funds, please refer to the current and hypothetical expense calculators for Variable Insurance Products which can be found at dws.com/calculators.

 

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Proxy Voting

The Trust’s policies and procedures for voting proxies for portfolio securities and information about how the Trust voted proxies related to its portfolio securities during the most recent 12-month period ended June 30 are available on our Web site — dws.com/en-us/resources/proxy-voting — or on the SEC’s Web site — sec.gov. To obtain a written copy of the Trust’s policies and procedures without charge, upon request, call us toll free at (800) 728-3337.

 

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Advisory Agreement Board Considerations and Fee Evaluation

The Board of Trustees (hereinafter referred to as the “Board” or “Trustees”) approved the renewal of Deutsche Multisector Income VIP’s (now known as DWS Multisector Income VIP) (the “Fund”) investment management agreement (the “Agreement”) with Deutsche Investment Management Americas Inc. (now known as DWS Investment Management Americas, Inc.) (“DIMA”) in September 2017. DIMA has also entered into a sub-advisory agreement with Deutsche Alternative Asset Management (Global) Limited (“DAAM Global”), an affiliate of DIMA, that has an initial term through September 30, 2018.

In terms of the process that the Board followed prior to approving the Agreement, shareholders should know that:

 

  During the entire process, all of the Fund’s Trustees were independent of DIMA and its affiliates (the “Independent Trustees”).

 

  The Board met frequently during the past year to discuss fund matters and dedicated a substantial amount of time to contract review matters. Over the course of several months, the Board’s Contract Committee reviewed extensive materials received from DIMA, independent third parties and independent counsel. These materials included an analysis of the Fund’s performance, fees and expenses, and profitability from a fee consultant retained by the Fund’s Independent Trustees (the “Fee Consultant”). Based on its evaluation of the information provided, the Contract Committee presented its findings and recommendations to the Board. The Board then reviewed the Contract Committee’s findings and recommendations.

 

  The Board also received extensive information throughout the year regarding performance of the Fund.

 

  The Independent Trustees regularly met privately with counsel to discuss contract review and other matters. In addition, the Independent Trustees were advised by the Fee Consultant in the course of their review of the Fund’s contractual arrangements and considered a comprehensive report prepared by the Fee Consultant in connection with their deliberations.

 

  In connection with reviewing the Agreement, the Board also reviewed the terms of the Fund’s distribution agreement, administrative services agreement, transfer agency agreement and other material service agreements.

In connection with the contract review process, the Contract Committee and the Board considered the factors discussed below, among others. The Board also considered that DIMA and its predecessors have managed the Fund since its inception, and the Board believes that a long-term relationship with a capable, conscientious advisor is in the best interests of the Fund. The Board considered, generally, that shareholders chose to invest or remain invested in the Fund knowing that DIMA managed the Fund, and that the Agreement was approved by the Fund’s shareholders. DIMA and DAAM Global are part of Deutsche Bank AG’s (“Deutsche Bank”) Asset Management (“Deutsche AM”) division. Deutsche AM is a global asset management business that offers a wide range of investing expertise and resources, including research capabilities in many countries throughout the world.

As part of the contract review process, the Board carefully considered the fees and expenses of each Deutsche fund overseen by the Board in light of the fund’s performance. In many cases, this led to the negotiation and implementation of expense caps. As part of these negotiations, the Board indicated that it would consider relaxing these caps in future years following sustained improvements in performance, among other considerations.

While shareholders may focus primarily on fund performance and fees, the Fund’s Board considers these and many other factors, including the quality and integrity of DIMA’s and DAAM Global’s personnel and administrative support services provided by DIMA, such as back-office operations, fund valuations, and compliance policies and procedures.

Nature, Quality and Extent of Services. The Board considered the terms of the Agreement, including the scope of advisory services provided under the Agreement. The Board noted that DIMA and DAAM Global provide portfolio management services to the Fund and that, pursuant to a separate administrative services agreement, DIMA provides administrative services to the Fund. The Board considered the experience and skills of senior management and investment personnel and the resources made available to such personnel. Throughout the course of the year, the Board also received information regarding DIMA’s oversight of fund sub-advisers, including DAAM Global. The Board reviewed the Fund’s performance over short-term and long-term periods and compared those returns to various agreed-upon performance measures, including market index(es) and a peer universe compiled using information supplied by Morningstar Direct (“Morningstar”), an

 

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independent fund data service. The Board also noted that it has put into place a process of identifying “Funds in Review” (e.g., funds performing poorly relative to a peer universe), and receives additional reporting from DIMA regarding such funds and, where appropriate, DIMA’s plans to address underperformance. The Board believes this process is an effective manner of identifying and addressing underperforming funds. Based on the information provided, the Board noted that, for the one-, three- and five-year periods ended December 31, 2016, the Fund’s performance (Class A shares) was in the 4th quartile of the applicable Morningstar universe (the 1st quartile being the best performers and the 4th quartile being the worst performers). The Board also observed that the Fund has underperformed its benchmark in the one-, three- and five-year periods ended December 31, 2016. The Board noted the disappointing investment performance of the Fund in recent periods and continued to discuss with senior management of DIMA and DAAM Global the factors contributing to such underperformance and actions being taken to improve performance. The Board noted certain changes in the Fund’s portfolio management team that were made effective August 1, 2017. The Board observed that the Fund had experienced improved relative performance during the first eight months of 2017. The Board recognized the efforts by DIMA in recent years to enhance its investment platform and improve long-term performance across the Deutsche fund complex.

Fees and Expenses. The Board considered the Fund’s investment management fee schedule, operating expenses and total expense ratios, and comparative information provided by Broadridge Financial Solutions, Inc. (“Broadridge”) and the Fee Consultant regarding investment management fee rates paid to other investment advisors by similar funds (1st quartile being the most favorable and 4th quartile being the least favorable). With respect to management fees paid to other investment advisors by similar funds, the Board noted that the contractual fee rates paid by the Fund, which include a 0.10% fee paid to DIMA under the Fund’s administrative services agreement, were higher than the median (3rd quartile) of the applicable Broadridge peer group (based on Broadridge data provided as of December 31, 2016). The Board noted that DIMA pays a sub-advisory fee to DAAM Global out of its fee. The Board noted that the Fund’s Class A shares total (net) operating expenses were expected to be lower than the median (2nd quartile) of the applicable Broadridge expense universe (based on Broadridge data provided as of December 31, 2016, and analyzing Broadridge expense universe Class A (net) expenses less any applicable 12b-1 fees) (“Broadridge Universe Expenses”). The Board noted that the expense limitation agreed to by DIMA was expected to help the Fund’s total (net) operating expenses remain competitive. The Board considered the Fund’s management fee rate as compared to fees charged by DIMA to comparable Deutsche U.S. registered funds (“Deutsche Funds”) and considered differences between the Fund and the comparable Deutsche Funds. The information requested by the Board as part of its review of fees and expenses also included information about institutional accounts (including any sub-advised funds and accounts) and funds offered primarily to European investors (“Deutsche Europe funds”) managed by Deutsche AM. The Board noted that DIMA indicated that Deutsche AM does not manage any institutional accounts or Deutsche Europe funds comparable to the Fund.

On the basis of the information provided, the Board concluded that management fees were reasonable and appropriate in light of the nature, quality and extent of services provided by DIMA and DAAM Global.

Profitability. The Board reviewed detailed information regarding revenues received by DIMA under the Agreement. The Board considered the estimated costs to DIMA, and pre-tax profits realized by DIMA, from advising the Deutsche Funds, as well as estimates of the pre-tax profits attributable to managing the Fund in particular. The Board also received information regarding the estimated enterprise-wide profitability of DIMA and its affiliates with respect to all fund services in totality and by fund. The Board and the Fee Consultant reviewed DIMA’s methodology in allocating its costs to the management of the Fund. Based on the information provided, the Board concluded that the pre-tax profits realized by DIMA in connection with the management of the Fund were not unreasonable. The Board also reviewed certain publicly available information regarding the profitability of certain similar investment management firms. The Board noted that, while information regarding the profitability of such firms is limited (and in some cases is not necessarily prepared on a comparable basis), DIMA and its affiliates’ overall profitability with respect to the Deutsche Funds (after taking into account distribution and other services provided to the funds by DIMA and its affiliates) was lower than the overall profitability levels of most comparable firms for which such data was available.

Economies of Scale. The Board considered whether there are economies of scale with respect to the management of the Fund and whether the Fund benefits from any economies of scale. The Board noted that the Fund’s investment management fee schedule includes fee breakpoints. The Board concluded that the Fund’s fee schedule represents an appropriate sharing between the Fund and DIMA of such economies of scale as may exist in the management of the Fund at current asset levels.

 

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Other Benefits to DIMA and Its Affiliates. The Board also considered the character and amount of other incidental benefits received by DIMA and its affiliates, including any fees received by DIMA for administrative services provided to the Fund and any fees received by an affiliate of DIMA for transfer agency services provided to the Fund. The Board also considered benefits to DIMA related to brokerage and soft-dollar allocations, including allocating brokerage to pay for research generated by parties other than the executing broker dealers, which pertain primarily to funds investing in equity securities. In addition, the Board considered the incidental public relations benefits to DIMA related to Deutsche Funds advertising and cross-selling opportunities among DIMA products and services. The Board considered these benefits in reaching its conclusion that the Fund’s management fees were reasonable.

Compliance. The Board considered the significant attention and resources dedicated by DIMA to documenting and enhancing its compliance processes in recent years. The Board noted in particular (i) the experience, seniority and time commitment of the individuals serving as DIMA’s and the Fund’s chief compliance officers; (ii) the large number of DIMA compliance personnel; and (iii) the substantial commitment of resources by DIMA and its affiliates to compliance matters.

Based on all of the information considered and the conclusions reached, the Board unanimously determined that the continuation of the Agreement is in the best interests of the Fund. In making this determination, the Board did not give particular weight to any single factor identified above. The Board considered these factors over the course of numerous meetings, certain of which were in executive session with only the Independent Trustees and counsel present. It is possible that individual Independent Trustees may have weighed these factors differently in reaching their individual decisions to approve the continuation of the Agreement.

 

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LOGO

 

  VS2MSI-3 (R-028389-7 8/18)

 


Table of Contents

June 30, 2018

Semiannual Report

Deutsche DWS Variable Series II

(formerly Deutsche Variable Series II)

 

 

DWS Small Mid Cap Growth VIP

(formerly Deutsche Small Mid Cap Growth VIP)

LOGO


Table of Contents

Contents

 

  3      Performance Summary
  4      Portfolio Summary
  4      Portfolio Management Team
  5      Investment Portfolio
  8      Statement of Assets and Liabilities
  8      Statement of Operations
  9      Statements of Changes in Net Assets
  10      Financial Highlights
  11      Notes to Financial Statements
  15      Information About Your Fund’s Expenses
  16      Proxy Voting
  17      Advisory Agreement Board Considerations and Fee Evaluation

This report must be preceded or accompanied by a prospectus. To obtain an additional prospectus or summary prospectus, if available, call (800) 728-3337 or your financial representative. We advise you to consider the Fund’s objectives, risks, charges and expenses carefully before investing. The summary prospectus and prospectus contain this and other important information about the Fund. Please read the prospectus carefully before you invest.

Stocks may decline in value. Smaller and medium company stocks tend to be more volatile than large company stocks. Investing in derivatives entails special risks relating to liquidity, leverage and credit that may reduce returns and/or increase volatility. The Fund may lend securities to approved institutions. Please read the prospectus for details.

The brand DWS represents DWS Group GmbH & Co. KGaA and any of its subsidiaries such as DWS Distributors, Inc. which offers investment products or DWS Investment Management Americas, Inc. and RREEF America L.L.C. which offer advisory services.

DWS Distributors, Inc., 222 South Riverside Plaza, Chicago, IL 60606, (800) 621-1148

NOT FDIC/NCUA INSURED      NO BANK GUARANTEE      MAY LOSE VALUE      NOT A DEPOSIT

NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY

 

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Performance Summary   June 30, 2018 (Unaudited)

Fund performance shown is historical, assumes reinvestment of all dividend and capital gain distributions and does not guarantee future results. Investment return and principal value fluctuate with changing market conditions so that, when redeemed, shares may be worth more or less than their original cost. Current performance may be lower or higher than the performance data quoted. Please contact your participating insurance company for the Fund’s most recent month-end performance. Performance does not reflect charges and fees (“contract charges”) associated with the separate account that invests in the Fund or any variable life insurance policy or variable annuity contract for which the Fund is an investment option. These charges and fees will reduce returns.

The gross expense ratio of the Fund, as stated in the fee table of the prospectus dated May 1, 2018 is 0.75% for Class A shares and may differ from the expense ratio disclosed in the Financial Highlights table in this report.

Generally accepted accounting principles require adjustments to be made to the net assets of the Fund at period end for financial reporting purposes only, and as such, the total return based on the unadjusted net asset value per share may differ from the total return reported in the financial highlights.

Growth of an Assumed $10,000 Investment in DWS Small Mid Cap Growth VIP

 

 

LOGO     

The Russell 2500TM Growth Index is an unmanaged index that measures the performance of the small- to mid-cap growth segment of the U.S. equity universe. It includes those Russell 2500 companies with higher price-to-book ratios and higher forecasted growth values.

 

Index returns do not reflect any fees or expenses and it is not possible to invest directly into an index.

 

Comparative Results                                   
DWS Small Mid Cap Growth VIP    6-Month    1-Year    3-Year    5-Year    10-Year
Class A   Growth of $10,000    $10,583    $11,627    $12,689    $18,547    $25,386
    Average annual total return    5.83%    16.27%    8.26%    13.15%    9.76%
Russell 2500 Growth Index   Growth of $10,000    $10,804    $12,153    $13,624    $19,145    $29,374
    Average annual total return    8.04%    21.53%    10.86%    13.87%    11.38%

The growth of $10,000 is cumulative.

 

Total returns shown for periods less than one year are not annualized.

 

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  |   3


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Portfolio Summary   (Unaudited)

 

Asset Allocation (As a % of Investment Portfolio excluding Securities Lending Collateral)    6/30/18      12/31/17  
Common Stocks      96%        97%  
Cash Equivalents      3%        2%  
Convertible Preferred Stock      1%        1%  
       100%        100%  
Sector Diversification
(As a % of Investment Portfolio excluding Cash Equivalents and Securities Lending Collateral)
   6/30/18      12/31/17  
Information Technology      22%        23%  
Health Care      22%        21%  
Industrials      19%        19%  
Consumer Discretionary      15%        15%  
Financials      7%        6%  

Materials

     6%        7%  
Energy      3%        2%  

Consumer Staples

     3%        4%  

Real Estate

     3%        3%  
       100%        100%  

Portfolio holdings and characteristics are subject to change.

For more complete details about the Fund’s investment portfolio, see page 5.

Following the Fund’s fiscal first and third quarter-end, a complete portfolio holdings listing is filed with the SEC on Form N-Q. The form will be available on the SEC’s Web site at sec.gov, and it also may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the SEC’s Public Reference Room may be obtained by calling (800) SEC-0330. The Fund’s portfolio holdings are also posted on dws.com from time to time. Please see the Fund’s current prospectus for more information.

Portfolio Management Team

Peter Barsa, Director

Michael A. Sesser, CFA, Director

Portfolio Managers

 

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Investment Portfolio   June 30, 2018 (Unaudited)

 

    Shares     Value ($)  
Common Stocks 96.9%  
Consumer Discretionary 14.6%  

Auto Components 1.2%

 

Gentherm, Inc.*

    7,798       306,462  

Tenneco, Inc.

    14,844       652,542  
   

 

 

 
      959,004  

Diversified Consumer Services 2.3%

 

Bright Horizons Family Solutions, Inc.*

    10,132       1,038,732  

ServiceMaster Global Holdings, Inc.*

    13,978       831,272  
   

 

 

 
      1,870,004  

Hotels, Restaurants & Leisure 1.6%

 

Hilton Grand Vacations, Inc.*

    15,442       535,837  

Jack in the Box, Inc.

    8,357       711,348  
   

 

 

 
      1,247,185  

Household Durables 2.8%

 

Helen of Troy Ltd.*

    7,668       754,914  

iRobot Corp.* (a)

    13,414       1,016,379  

TopBuild Corp.*

    6,423       503,178  
   

 

 

 
      2,274,471  

Internet & Direct Marketing Retail 1.0%

 

Shutterfly, Inc.*

    8,407       756,882  

Media 0.6%

 

Cinemark Holdings, Inc.

    13,014       456,531  

Specialty Retail 4.2%

 

Burlington Stores, Inc.*

    9,310       1,401,434  

Camping World Holdings, Inc. “A” (a)

    26,055       650,854  

Tailored Brands, Inc.

    16,900       431,288  

The Children’s Place, Inc.

    7,548       911,799  
   

 

 

 
      3,395,375  

Textiles, Apparel & Luxury Goods 0.9%

 

Carter’s, Inc.

    6,302       683,074  
Consumer Staples 2.6%  

Food & Staples Retailing 0.8%

 

Casey’s General Stores, Inc.

    6,150       646,242  

Food Products 1.1%

 

Hain Celestial Group, Inc.*

    16,391       488,452  

SunOpta, Inc.*

    44,516       373,934  
   

 

 

 
      862,386  

Household Products 0.7%

 

Spectrum Brands Holdings, Inc.

    7,393       603,417  
Energy 3.2%  

Energy Equipment & Services 2.0%

 

Dril-Quip, Inc.*

    16,509       848,562  

Oil States International, Inc.*

    23,188       744,335  
   

 

 

 
      1,592,897  

Oil, Gas & Consumable Fuels 1.2%

 

Alta Mesa Resources, Inc.*

    25,224       171,776  

Whiting Petroleum Corp.*

    14,450       761,804  
   

 

 

 
      933,580  
    Shares     Value ($)  
Financials 6.7%  

Banks 4.7%

 

Eagle Bancorp., Inc.*

    7,800       478,140  

FCB Financial Holdings, Inc. “A”*

    17,761       1,044,347  

Pinnacle Financial Partners, Inc.

    7,734       474,481  

South State Corp.

    8,497       732,866  

SVB Financial Group*

    3,490       1,007,773  
   

 

 

 
      3,737,607  

Capital Markets 2.0%

 

Lazard Ltd. “A”

    14,525       710,418  

Moelis & Co. “A”

    15,610       915,526  
   

 

 

 
      1,625,944  
Health Care 20.8%  

Biotechnology 9.8%

 

Acceleron Pharma, Inc.*

    4,129       200,339  

Alkermes PLC*

    12,591       518,246  

Amicus Therapeutics, Inc.*

    24,864       388,376  

Arena Pharmaceuticals, Inc.*

    7,580       330,488  

Bluebird Bio, Inc.*

    2,454       385,155  

Clovis Oncology, Inc.*

    4,722       214,709  

Emergent BioSolutions, Inc.*

    14,518       733,014  

Heron Therapeutics, Inc.*

    26,667       1,036,013  

Ligand Pharmaceuticals, Inc.*

    7,429       1,539,066  

Neurocrine Biosciences, Inc.*

    10,796       1,060,599  

Retrophin, Inc.*

    51,813       1,412,422  
   

 

 

 
      7,818,427  

Health Care Equipment & Supplies 1.6%

 

Cardiovascular Systems, Inc.*

    22,867       739,519  

Masimo Corp.*

    5,350       522,427  
   

 

 

 
      1,261,946  

Health Care Providers & Services 7.1%

 

AMN Healthcare Services, Inc.*

    12,458       730,039  

BioScrip, Inc.*

    338,372       991,430  

Molina Healthcare, Inc.*

    14,007       1,371,846  

Providence Service Corp.*

    16,969       1,332,915  

RadNet, Inc.*

    58,745       881,175  

Tivity Health, Inc.*

    11,432       402,406  
   

 

 

 
      5,709,811  

Health Care Technology 1.2%

 

athenahealth, Inc.*

    3,075       489,356  

HMS Holdings Corp.*

    22,512       486,709  
   

 

 

 
      976,065  

Pharmaceuticals 1.1%

 

Avadel Pharmaceuticals PLC (ADR)* (a)

    47,686       292,315  

Nektar Therapeutics*

    3,000       146,490  

Pacira Pharmaceuticals, Inc.*

    12,502       400,689  
   

 

 

 
      839,494  
Industrials 18.3%  

Aerospace & Defense 1.0%

 

HEICO Corp.

    10,732       782,721  

Building Products 3.1%

 

A.O. Smith Corp.

    16,215       959,117  

Allegion PLC

    11,168       863,956  
 

 

The accompanying notes are an integral part of the financial statements.

 

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  |   5


Table of Contents
    Shares     Value ($)  

Fortune Brands Home & Security, Inc.

    12,443       668,065  
   

 

 

 
      2,491,138  

Commercial Services & Supplies 4.1%

 

Advanced Disposal Services, Inc.*

    39,685       983,394  

MSA Safety, Inc.

    3,811       367,152  

The Brink’s Co.

    13,160       1,049,510  

UniFirst Corp.

    5,289       935,624  
   

 

 

 
      3,335,680  

Construction & Engineering 0.7%

 

MasTec, Inc.*

    10,594       537,646  

Electrical Equipment 1.2%

 

Thermon Group Holdings, Inc.*

    41,624       951,941  

Machinery 3.4%

 

Hillenbrand, Inc.

    11,100       523,365  

IDEX Corp.

    3,029       413,398  

ITT, Inc.

    13,896       726,344  

Kennametal, Inc.

    22,978       824,910  

Welbilt, Inc.*

    9,637       215,002  
   

 

 

 
      2,703,019  

Professional Services 1.0%

 

Kforce, Inc.

    23,789       815,963  

Trading Companies & Distributors 3.8%

 

H&E Equipment Services, Inc.

    22,623       850,851  

Rush Enterprises, Inc. “A”*

    35,301       1,531,357  

Titan Machinery, Inc.*

    41,558       646,227  
   

 

 

 
      3,028,435  
Information Technology 22.1%  

Communications Equipment 0.7%

 

Lumentum Holdings, Inc.* (a)

    9,082       525,848  

Electronic Equipment, Instruments & Components 2.5%

 

Anixter International, Inc.*

    7,752       490,702  

Belden, Inc.

    11,502       703,002  

Cognex Corp.

    8,337       371,914  

IPG Photonics Corp.*

    1,994       439,936  
   

 

 

 
      2,005,554  

Internet Software & Services 2.5%

 

2U, Inc.*

    4,424       369,669  

Envestnet, Inc.*

    8,500       467,075  

Five9, Inc.*

    20,949       724,207  

GrubHub, Inc.*

    3,879       406,946  
   

 

 

 
      1,967,897  

IT Services 4.6%

 

Broadridge Financial Solutions, Inc.

    12,730       1,465,223  

MAXIMUS, Inc.

    9,060       562,717  

WEX, Inc.*

    4,517       860,398  

WNS Holdings Ltd. (ADR)*

    15,577       812,808  
   

 

 

 
      3,701,146  

Semiconductors & Semiconductor Equipment 4.0%

 

Advanced Energy Industries, Inc.*

    19,780       1,149,020  

Advanced Micro Devices, Inc.*

    22,933       343,765  

Ambarella, Inc.* (a)

    11,831       456,795  

Cypress Semiconductor Corp.

    50,093       780,449  

Entegris, Inc.

    14,392       487,889  
   

 

 

 
      3,217,918  
    Shares     Value ($)  

Software 7.2%

 

Aspen Technology, Inc.*

    12,688       1,176,685  

Proofpoint, Inc.*

    8,009       923,518  

QAD, Inc. “A”

    12,718       637,807  

Take-Two Interactive Software, Inc.*

    2,302       272,465  

Tyler Technologies, Inc.*

    6,582       1,461,862  

Varonis Systems, Inc.*

    17,800       1,326,100  
   

 

 

 
      5,798,437  

Technology Hardware, Storage & Peripherals 0.6%

 

Super Micro Computer, Inc.*

    20,606       487,332  
Materials 6.0%    

Chemicals 3.0%

   

KMG Chemicals, Inc.

    16,579       1,223,199  

Minerals Technologies, Inc.

    3,793       285,802  

Trinseo SA

    12,784       907,025  
   

 

 

 
      2,416,026  

Construction Materials 1.3%

 

Eagle Materials, Inc.

    10,034       1,053,269  

Containers & Packaging 0.5%

 

Berry Global Group, Inc.*

    8,183       375,927  

Metals & Mining 1.2%

 

Cleveland-Cliffs, Inc.*

    71,240       600,553  

First Quantum Minerals Ltd.

    26,713       393,588  
   

 

 

 
      994,141  
Real Estate 2.6%  

Equity Real Estate Investment Trusts (REITs)

 

National Storage Affiliates Trust

    36,400       1,121,848  

SBA Communications Corp. *

    2,141       353,522  

Urban Edge Properties

    27,384       626,272  
   

 

 

 
              2,101,642  

Total Common Stocks
(Cost $53,947,488)

 

    77,542,022  
Convertible Preferred Stock 0.7%  
Health Care  

Providence Service Corp., 5.5% (b)
(Cost $283,300)

    2,833       558,004  
Securities Lending Collateral 3.6%  

DWS Government & Agency Securities Portfolio “DWS Government Cash Institutional Shares,” 1.80% (c) (d) (Cost $2,910,400)

    2,910,400       2,910,400  
Cash Equivalents 2.8%    

DWS Central Cash Management Government Fund, 1.85% (c) (Cost $2,231,737)

    2,231,737       2,231,737  
 

 

The accompanying notes are an integral part of the financial statements.

 

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    % of Net
Assets
    Value ($)  

Total Investment Portfolio
(Cost $59,372,925)

    104.0       83,242,163  
Other Assets and Liabilities, Net     (4.0     (3,223,893
Net Assets     100.0       80,018,270  
 

 

A summary of the Fund’s transactions with affiliated investments during the period ended June 30, 2018 are as follows:

 

Value ($) at
12/31/2017
  Purchases
Cost ($)
    Sales
Proceeds ($)
    Net
Realized
Gain/
(Loss) ($)
    Net Change in
Unrealized
Appreciation
(Depreciation) ($)
    Income ($)     Capital Gain
Distributions ($)
    Number
of Shares
at
6/30/2018
    Value ($)
at
6/30/2018
 

Securities Lending Collateral 3.6%

 

DWS Government & Agency Securities Portfolio “DWS Government Cash Institutional Shares,” 1.80% (c) (d)

 

3,961,099           1,050,699                   7,917             2,910,400       2,910,400  

Cash Equivalents 2.8%

 

DWS Central Cash Management Government Fund, 1.85% (c)

 

1,762,858     8,939,992       8,471,113                   19,187             2,231,737       2,231,737  
  5,723,957     8,939,992       9,521,812                   27,104             5,142,137       5,142,137  

 

* Non-income producing security.

 

(a) All or a portion of these securities were on loan. In addition, “Other Assets and Liabilities, Net” may include pending sales that are also on loan. The value of securities loaned at June 30, 2018 amounted to $2,867,864, which is 3.6% of net assets.
(b) Investment was valued using significant unobservable inputs.

 

 

(c) Affiliated fund managed by DWS Investment Management Americas, Inc. The rate shown is the annualized seven-day yield at period end.

 

(d) Represents collateral held in connection with securities lending. Income earned by the Fund is net of borrower rebates. Represents the net increase (purchase cost) or decrease (sales proceeds) in the amount invested for the period ended June 30, 2018.

ADR: American Depositary Receipt

Fair Value Measurements

Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in three broad levels. Level 1 includes quoted prices in active markets for identical securities. Level 2 includes other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds and credit risk). Level 3 includes significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments). The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities.

The following is a summary of the inputs used as of June 30, 2018 in valuing the Fund’s investments. For information on the Fund’s policy regarding the valuation of investments, please refer to the Security Valuation section of Note A in the accompanying Notes to Financial Statements.

 

Assets   Level 1     Level 2     Level 3      Total  
Common Stocks (e)   $     77,542,022     $                     —     $                     —      $     77,542,022  
Convertible Preferred Stock                 558,004        558,004  
Short-Term Investments (e)     5,142,137                    5,142,137  
Total   $ 82,684,159     $     $ 558,004      $ 83,242,163  

There have been no transfers between fair value measurement levels during the period ended June 30, 2018.

 

(e) See Investment Portfolio for additional detailed categorizations.

 

The accompanying notes are an integral part of the financial statements.

 

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Statement of Assets and Liabilities

 

as of June 30, 2018 (Unaudited)        
Assets        
Investments in non-affiliated securities, at value (cost $54,230,788) — including $2,867,864 of securities loaned   $ 78,100,026  
Investment in DWS Government & Agency Securities Portfolio (cost $2,910,400)*     2,910,400  
Investment in DWS Central Cash Management Government Fund (cost $2,231,737)     2,231,737  
Cash     128,428  
Foreign currency, at value (cost $88)     86  
Receivable for investments sold     343,250  
Dividends receivable     14,894  
Interest receivable     6,282  
Other assets     735  
Total assets     83,735,838  
Liabilities        
Payable upon return of securities loaned     2,910,400  
Payable for investments purchased     570,347  
Payable for Fund shares redeemed     140,118  
Accrued management fee     36,694  
Accrued Trustees’ fees     1,473  
Other accrued expenses and payables     58,536  
Total liabilities     3,717,568  
Net assets, at value   $ 80,018,270  
Net Assets Consist of        

Net investment loss

    (44,048
Net unrealized appreciation (depreciation) on: Investments     23,869,238  
Foreign currency     (2
Accumulated net realized gain (loss)     7,950,557  
Paid-in capital     48,242,525  
Net assets, at value   $ 80,018,270  
Net Asset Value        
Net Asset Value, offering and redemption price per share ($80,018,270 ÷ 5,154,223 outstanding shares of beneficial interest, no par value, unlimited number of shares authorized)   $ 15.52  

 

*

Represents collateral on securities loaned.

     Statement of Operations

 

for the six months ended June 30, 2018 (Unaudited)

 

Investment Income        
Income:  
Dividends (net of foreign taxes withheld of $16)   $ 242,859  
Income distributions — DWS Central Cash Management Government Fund     19,187  
Securities lending income, net of borrower rebates     7,917  
Total income     269,963  
Expenses:  
Management fee     215,204  
Administration fee     39,128  
Services to Shareholders     545  
Custodian fee     2,625  
Professional fees     37,978  
Reports to shareholders     10,493  
Trustees’ fees and expenses     3,774  
Other     4,264  
Total expenses     314,011  
Net investment income (loss)     (44,048
Realized and Unrealized Gain (Loss)        
Net realized gain (loss) from:
Investments
    8,500,819  
Foreign currency     1,291  
Payments by affiliates (see Note F)     67  
      8,502,177  

Change in net unrealized appreciation (depreciation) on:

Investments

 

 

(4,002,025

Foreign currency     (2
      (4,002,027
Net gain (loss)     4,500,150  
Net increase (decrease) in net assets resulting from operations   $ 4,456,102  
 

 

The accompanying notes are an integral part of the financial statements.

 

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Statements of Changes in Net Assets

 

Increase (Decrease) in Net Assets   Six Months
Ended
June 30, 2018
(Unaudited)
   

Year Ended
December 31,
2017

 
Operations:    
Net investment income (loss)   $ (44,048   $ (87,390
Net realized gain (loss)     8,502,177       25,564,282  
Change in net unrealized appreciation (depreciation)     (4,002,027     (2,783,953
Net increase (decrease) in net assets resulting from operations     4,456,102       22,692,939  
Distributions to shareholders from:    
Net investment income    

Class A

          (124,128
Net realized gains    

Class A

    (25,334,744     (6,452,819
Total distributions     (25,334,744     (6,576,947
Fund share transactions:    

Class A

   
Proceeds from shares sold     3,004,895       3,919,157  
Reinvestment of distributions     25,334,744       6,576,947  
Payments for shares redeemed     (4,786,253     (67,645,663
Net increase (decrease) in net assets from Class A share transactions     23,553,386       (57,149,559
Increase (decrease) in net assets     2,674,744       (41,033,567
Net assets at beginning of period     77,343,526       118,377,093  
Net assets at end of period (including Net investment loss of $44,048 and $0, respectively)   $ 80,018,270     $ 77,343,526  
Other Information                

Class A

   
Shares outstanding at beginning of period     3,525,232       6,244,931  
Shares sold     155,884       194,850  
Shares issued to shareholders in reinvestment of distributions     1,711,807       336,589  
Shares redeemed     (238,700     (3,251,138
Net increase (decrease) in Class A shares     1,628,991       (2,719,699
Shares outstanding at end of period     5,154,223       3,525,232  

 

The accompanying notes are an integral part of the financial statements.

 

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Financial Highlights

 

    Six Months
Ended 6/30/18
    Years Ended December 31,  
Class A   (Unaudited)     2017     2016     2015     2014     2013  
Selected Per Share Data                                                
Net asset value, beginning of period   $ 21.94     $ 18.96     $ 20.90     $ 22.83     $ 21.59     $ 15.14  
Income (loss) from investment operations:            

Net investment income (loss)a

    (.01     (.02     .02       (.04     (.02     (.04

Net realized and unrealized gain (loss)

    .92       4.08       1.64       (.00     1.26       6.51  

Total from investment operations

    .91       4.06       1.66       (.04     1.24       6.47  
Less distributions from:            

Net investment income

          (.02                       (.02

Net realized gains

    (7.33     (1.06     (3.60     (1.89            

Total distributions

    (7.33     (1.08     (3.60     (1.89           (.02
Net asset value, end of period   $ 15.52     $ 21.94     $ 18.96     $ 20.90     $ 22.83     $ 21.59  
Total Return (%)     5.83 **      22.12       9.08       (.90     5.74       42.78  
Ratios to Average Net Assets and Supplemental Data                                                
Net assets, end of period ($ millions)     80       77       118       135       172       187  
Ratio of expenses (%)b     .80 *      .75       .75       .72       .73       .72  
Ratio of net investment income (loss) (%)     (.11 )*      (.08     .11       (.19     (.11     (.22
Portfolio turnover rate (%)     21 **      32       28       42       44       56  

 

a  Based on average shares outstanding during the period.

 

b  Expense ratio does not reflect charges and fees associated with the separate account that invests in the Fund or any variable life insurance policy or variable annuity contract for which the Fund is an investment option.

 

*  Annualized

 

**  Not annualized

 

The accompanying notes are an integral part of the financial statements.

 

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Notes to Financial Statements   (Unaudited)

A. Organization and Significant Accounting Policies

DWS Small Mid Cap Growth VIP (formerly Deutsche Small Mid Cap Growth VIP) (the “Fund”) is a diversified series of Deutsche DWS Variable Series II (formerly Deutsche Variable Series II) (the “Trust”), which is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company organized as a Massachusetts business trust.

The Fund’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) which require the use of management estimates. Actual results could differ from those estimates. The Fund qualifies as an investment company under Topic 946 of Accounting Standards Codification of U.S. GAAP. The policies described below are followed consistently by the Fund in the preparation of its financial statements.

Security Valuation. Investments are stated at value determined as of the close of regular trading on the New York Stock Exchange on each day the exchange is open for trading.

Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in three broad levels. Level 1 includes quoted prices in active markets for identical securities. Level 2 includes other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds and credit risk). Level 3 includes significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments). The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities.

Equity securities and exchange-trade funds (“ETFs”) are valued at the most recent sale price or official closing price reported on the exchange (U.S. or foreign) or over-the-counter market on which they trade. Securities for which no sales are reported are valued at the calculated mean between the most recent bid and asked quotations on the relevant market or, if a mean cannot be determined, at the most recent bid quotation. Equity securities and ETFs are generally categorized as Level 1.

Investments in open-end investment companies are valued at their net asset value each business day and are categorized as Level 1.

Securities and other assets for which market quotations are not readily available or for which the above valuation procedures are deemed not to reflect fair value are valued in a manner that is intended to reflect their fair value as determined in accordance with procedures approved by the Board and are generally categorized as Level 3. In accordance with the Fund’s valuation procedures, factors considered in determining value may include, but are not limited to, the type of the security; the size of the holding; the initial cost of the security; the existence of any contractual restrictions on the security’s disposition; the price and extent of public trading in similar securities of the issuer or of comparable companies; quotations or evaluated prices from broker-dealers and/or pricing services; information obtained from the issuer, analysts, and/or the appropriate stock exchange (for exchange-traded securities); an analysis of the company’s or issuer’s financial statements; an evaluation of the forces that influence the issuer and the market(s) in which the security is purchased and sold; and with respect to debt securities, the maturity, coupon, creditworthiness, currency denomination and the movement of the market in which the security is normally traded. The value determined under these procedures may differ from published values for the same securities.

Disclosure about the classification of fair value measurements is included in a table following the Fund’s Investment Portfolio.

Foreign Currency Translations. The books and records of the Fund are maintained in U.S. dollars. Investment securities and other assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the prevailing exchange rates at period end. Purchases and sales of investment securities, income and expenses are translated into U.S. dollars at the prevailing exchange rates on the respective dates of the transactions.

Net realized and unrealized gains and losses on foreign currency transactions represent net gains and losses between trade and settlement dates on securities transactions, the acquisition and disposition of foreign currencies, and the difference between the amount of net investment income accrued and the U.S. dollar amount actually received. The portion of both realized and unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed but is included with net realized and unrealized gain/appreciation and loss/depreciation on investments.

 

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Securities Lending. Deutsche Bank AG, as lending agent, lends securities of the Fund to certain financial institutions under the terms of its securities lending agreement. During the term of the loans, the Fund continues to receive interest and dividends generated by the securities and to participate in any changes in their market value. The Fund requires the borrowers of the securities to maintain collateral with the Fund consisting of either cash or liquid, unencumbered assets having a value at least equal to the value of the securities loaned. When the collateral falls below specified amounts, the lending agent will use its best effort to obtain additional collateral on the next business day to meet required amounts under the securities lending agreement. As of period end, any securities on loan were collateralized by cash. During the six months ended June 30, 2018, the Fund invested the cash collateral into a joint trading account in affiliated money market funds managed by DWS Investment Management Americas, Inc. As of June 30, 2018, the Fund invested the cash collateral in DWS Government & Agency Securities Portfolio. DWS Investment Management Americas, Inc. receives a management/administration fee (0.14% annualized effective rate as of June 30, 2018) on the cash collateral invested in DWS Government & Agency Securities Portfolio. The Fund receives compensation for lending its securities either in the form of fees or by earning interest on invested cash collateral net of borrower rebates and fees paid to a lending agent. Either the Fund or the borrower may terminate the loan at any time, and the borrower, after notice, is required to return borrowed securities within a standard time period. There may be risks of delay and costs in recovery of securities or even loss of rights in the collateral should the borrower of the securities fail financially. If the Fund is not able to recover securities lent, the Fund may sell the collateral and purchase a replacement investment in the market, incurring the risk that the value of the replacement security is greater than the value of the collateral. The Fund is also subject to all investment risks associated with the reinvestment of any cash collateral received, including, but not limited to, interest rate, credit and liquidity risk associated with such investments.

As of June 30, 2018, the Fund had securities on loan, which were classified as common stock in the Investment Portfolio. The value of the related collateral exceeded the value of the securities loaned at period end. As of period end, the remaining contractual maturity of the collateral agreements were overnight and continuous.

Federal Income Taxes. The Fund’s policy is to comply with the requirements of the Internal Revenue Code, as amended, which are applicable to regulated investment companies, and to distribute all of its taxable income to its shareholders.

At December 31, 2017, the aggregate cost of investments for federal income tax purposes was $54,036,183. The net unrealized appreciation for all investments based on tax cost was $27,357,702. This consisted of aggregate gross unrealized appreciation for all investments in which there was an excess of value over tax cost of $29,109,327 aggregate gross unrealized depreciation for all investments in which was an excess of tax cost over value of $1,751,625.

The Fund has reviewed the tax positions for the open tax years as of December 31, 2017 and has determined that no provision for income tax and/or uncertain tax positions is required in the Fund’s financial statements. The Fund’s federal tax returns for the prior three fiscal years remain open subject to examination by the Internal Revenue Service.

Distribution of Income and Gains. Distributions from net investment income of the Fund, if any, are declared and distributed to shareholders annually. Net realized gains from investment transactions, in excess of available capital loss carryforwards, would be taxable to the Fund if not distributed and, therefore, will be distributed to shareholders at least annually. The Fund may also make additional distributions for tax purposes if necessary.

The timing and characterization of certain income and capital gain distributions are determined annually in accordance with federal tax regulations which may differ from accounting principles generally accepted in the United States of America. These differences primarily relate to certain securities sold at a loss. As a result, net investment income (loss) and net realized gain (loss) on investment transactions for a reporting period may differ significantly from distributions during such period. Accordingly, the Fund may periodically make reclassifications among certain of its capital accounts without impacting the net asset value of the Fund.

The tax character of current year distributions will be determined at the end of the current fiscal year.

Expenses. Expenses of the Trust arising in connection with a specific fund are allocated to that fund. Other Trust expenses which cannot be directly attributed to a fund are apportioned among the funds in the Trust based upon the relative net assets or other appropriate measures.

Contingencies. In the normal course of business, the Fund may enter into contracts with service providers that contain general indemnification clauses. The Fund’s maximum exposure under these arrangements is

 

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unknown, as this would involve future claims that may be made against the Fund that have not yet been made. However, based on experience, the Fund expects the risk of loss to be remote.

Other. Investment transactions are accounted for on a trade date plus one basis for daily net asset value calculations. However, for financial reporting purposes, investment transactions are reported on trade date. Interest income is recorded on the accrual basis. Dividend income is recorded on the ex-dividend date net of foreign withholding taxes. Realized gains and losses from investment transactions are recorded on an identified cost basis. Proceeds from litigation payments, if any, are included in net realized gain (loss) from investments.

B. Purchases and Sales of Securities

During the six months ended June 30, 2018, purchases and sales of investment transactions (excluding short-term investments) aggregated $16,304,899 and $18,359,323, respectively.

C. Related Parties

Management Agreement. Under the Investment Management Agreement with DWS Investment Management Americas, Inc. (formerly Deutsche Investment Management Americas Inc.) (“DIMA” or the “Advisor”), an indirect, wholly owned subsidiary of DWS Group GmbH & Co. KGaA (“DWS Group”), the Advisor directs the investments of the Fund in accordance with its investment objectives, policies and restrictions. The Advisor determines the securities, instruments and other contracts relating to investments to be purchased, sold or entered into by the Fund.

Pursuant to the Investment Management Agreement with the Advisor, the Fund pays a monthly management fee based on the Fund’s average daily net assets, computed and accrued daily and payable monthly, at the following annual rates:

 

First $250 million     .550
Next $750 million     .525
Over $1 billion     .500

Accordingly, for the six months ended June 30, 2018, the fee pursuant to the Investment Management Agreement was equivalent to an annualized rate (exclusive of any applicable waivers/reimbursements) of 0.55% of the Fund’s average daily net assets.

For the period from January 1, 2018 through September 30, 2018, the Advisor has contractually agreed to waive its fees and/or reimburse certain operating expenses to the extent necessary to maintain the total annual operating expenses (excluding certain expenses such as extraordinary expenses, taxes, brokerage and interest expense) of Class A at 0.84%.

Administration Fee. Pursuant to an Administrative Services Agreement, DIMA provides most administrative services to the Fund. For all services provided under the Administrative Services Agreement, the Fund pays DIMA an annual fee (“Administration Fee”) of 0.10% of the Fund’s average daily net assets, computed and accrued daily and payable monthly. For the six months ended June 30, 2018, the Administration Fee was $39,128, of which $6,672 is unpaid.

Service Provider Fees. DWS Service Company (“DSC”), an affiliate of the Advisor, is the transfer agent, dividend-paying agent and shareholder service agent for the Fund. Pursuant to a sub-transfer agency agreement between DSC and DST Systems, Inc. (“DST”), DSC has delegated certain transfer agent, dividend-paying agent and shareholder service agent functions to DST. DSC compensates DST out of the shareholder servicing fee it receives from the Fund. For the six months ended June 30, 2018, the amounts charged to the Fund by DSC aggregated $183, of which $53 is unpaid.

Typesetting and Filing Service Fees. Under an agreement with DIMA, DIMA is compensated for providing certain pre-press and regulatory filing services to the Fund. For the six months ended June 30, 2018, the amount charged to the Fund by DIMA included in the Statement of Operations under “Reports to shareholders” aggregated $4,962, all of which is unpaid.

Trustees’ Fees and Expenses. The Fund paid retainer fees to each Trustee not affiliated with the Advisor, plus specified amounts to the Board Chairperson and Vice Chairperson and to each committee Chairperson.

Affiliated Cash Management Vehicles. The Fund may invest uninvested cash balances in DWS Central Cash Management Government Fund and DWS Variable NAV Money Fund, affiliated money market funds which are managed by the Advisor. Each affiliated money market fund is managed in accordance with

 

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Rule 2a-7 under the 1940 Act, which governs the quality, maturity, diversity and liquidity of instruments in which a money market fund may invest. DWS Central Cash Management Government Fund seeks to maintain a stable net asset value, and DWS Variable NAV Money Fund maintains a floating net asset value. The Fund indirectly bears its proportionate share of the expenses of each affiliated money market fund in which it invests. DWS Central Cash Management Government Fund does not pay the Advisor an investment management fee. To the extent that DWS Variable NAV Money Fund pays an investment management fee to the Advisor, the Advisor will waive an amount of the investment management fee payable to the Advisor by the Fund equal to the amount of the investment management fee payable on the Fund’s assets invested in DWS Variable NAV Money Fund.

Securities Lending Agent Fees. Deutsche Bank AG serves as securities lending agent for the Fund. For the six months ended June 30, 2018, the Fund incurred securities lending agent fees to Deutsche Bank AG in the amount of $596.

D. Ownership of the Fund

At June 30, 2018, one participating insurance company was owner of record of 10% or more of the total outstanding Class A shares of the Fund, owning 92%.

E. Line of Credit

The Fund and other affiliated funds (the “Participants”) share in a $400 million revolving credit facility provided by a syndication of banks. The Fund may borrow for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities. The Participants are charged an annual commitment fee which is allocated based on net assets, among each of the Participants. Interest is calculated at a rate per annum equal to the sum of the Federal Funds Rate plus 1.25 percent plus if the one-month LIBOR exceeds the Federal Funds Rate the amount of such excess. The Fund may borrow up to a maximum of 33 percent of its net assets under the agreement. The Fund had no outstanding loans at June 30, 2018.

F. Payments by Affiliates

During the six months ended June 30, 2018, the Advisor agreed to reimburse the Fund $67 for losses incurred on trades executed incorrectly. The amount reimbursed was less than 0.01% of the Fund’s average net assets, thus having no impact on the Fund’s total return.

G. Name Changes

In connection with adoption of the DWS brand, effective July 2, 2018, Deutsche Investment Management Americas Inc., the Advisor, was renamed to DWS Investment Management Americas, Inc. In addition, the “Deutsche Funds” became known as the “DWS Funds.” As a result, Deutsche Variable Series II was renamed Deutsche DWS Variable Series II and Deutsche Small Mid Cap Growth VIP was renamed DWS Small Mid Cap Growth VIP.

 

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Information About Your Fund’s Expenses   (Unaudited)

As an investor of the Fund, you incur two types of costs: ongoing expenses and transaction costs. Ongoing expenses include management fees and other Fund expenses. Examples of transaction costs include contract charges, which are not shown in this section. The following tables are intended to help you understand your ongoing expenses (in dollars) of investing in the Fund and to help you compare these expenses with the ongoing expenses of investing in other mutual funds. The example in the table is based on an investment of $1,000 invested at the beginning of the six-month period and held for the entire period (January 1, 2018 to June 30, 2018).

The tables illustrate your Fund’s expenses in two ways:

 

Actual Fund Return. This helps you estimate the actual dollar amount of ongoing expenses (but not transaction costs) paid on a $1,000 investment in the Fund using the Fund’s actual return during the period. To estimate the expenses you paid over the period, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the “Expenses Paid per $1,000” line under the share class you hold.

 

Hypothetical 5% Fund Return. This helps you to compare your Fund’s ongoing expenses (but not transaction costs) with those of other mutual funds using the Fund’s actual expense ratio and a hypothetical rate of return of 5% per year before expenses. Examples using a 5% hypothetical Fund return may be found in the shareholder reports of other mutual funds. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period.

Please note that the expenses shown in these tables are meant to highlight your ongoing expenses only and do not reflect any transaction costs. The “Expenses Paid per $1,000” line of the tables is useful in comparing ongoing expenses only and will not help you determine the relative total expense of owning different funds. If these transaction costs had been included, your costs would have been higher.

 

Expenses and Value of a $1,000 Investment for the six months ended June 30, 2018       
Actual Fund Return   Class A  
Beginning Account Value 1/1/18   $ 1,000.00  
Ending Account Value 6/30/18   $ 1,058.30  
Expenses Paid per $1,000*   $ 4.08  
Hypothetical 5% Fund Return   Class A  
Beginning Account Value 1/1/18   $ 1,000.00  
Ending Account Value 6/30/18   $ 1,020.83  
Expenses Paid per $1,000*   $ 4.01  

 

* Expenses are equal to the Fund’s annualized expense ratio, multiplied by the average account value over the period, multiplied by 181 (the number of days in the most recent six-month period), then divided by 365.

 

Annualized Expense Ratio   Class A  
Deutsche DWS Variable Series II — DWS Small Mid Cap Growth VIP     .80

For more information, please refer to the Fund’s prospectus.

These tables do not reflect charges and fees (“contract charges”) associated with the separate account that invests in the Fund or any variable life insurance policy or variable annuity contract for which the Fund is an investment option.

For an analysis of the fees associated with an investment in the Fund or similar funds, please refer to the current and hypothetical expense calculators for Variable Insurance Products which can be found at dws.com/calculators.

 

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Proxy Voting

The Trust’s policies and procedures for voting proxies for portfolio securities and information about how the Trust voted proxies related to its portfolio securities during the most recent 12-month period ended June 30 are available on our Web site — dws.com/en-us/resources/proxy-voting — or on the SEC’s Web site — sec.gov. To obtain a written copy of the Trust’s policies and procedures without charge, upon request, call us toll free at (800) 728-3337.

 

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Advisory Agreement Board Considerations and Fee Evaluation

The Board of Trustees (hereinafter referred to as the “Board” or “Trustees”) approved the renewal of Deutsche Small Mid Cap Growth VIP’s (now known as DWS Small Mid Cap Growth VIP) (the “Fund”) investment management agreement (the “Agreement”) with Deutsche Investment Management Americas Inc. (now known as DWS Investment Management Americas, Inc.) (“DIMA”) in September 2017.

In terms of the process that the Board followed prior to approving the Agreement, shareholders should know that:

 

 

During the entire process, all of the Fund’s Trustees were independent of DIMA and its affiliates (the “Independent Trustees”).

 

 

The Board met frequently during the past year to discuss fund matters and dedicated a substantial amount of time to contract review matters. Over the course of several months, the Board’s Contract Committee reviewed extensive materials received from DIMA, independent third parties and independent counsel. These materials included an analysis of the Fund’s performance, fees and expenses, and profitability from a fee consultant retained by the Fund’s Independent Trustees (the “Fee Consultant”). Based on its evaluation of the information provided, the Contract Committee presented its findings and recommendations to the Board. The Board then reviewed the Contract Committee’s findings and recommendations.

 

 

The Board also received extensive information throughout the year regarding performance of the Fund.

 

 

The Independent Trustees regularly met privately with counsel to discuss contract review and other matters. In addition, the Independent Trustees were advised by the Fee Consultant in the course of their review of the Fund’s contractual arrangements and considered a comprehensive report prepared by the Fee Consultant in connection with their deliberations.

 

 

In connection with reviewing the Agreement, the Board also reviewed the terms of the Fund’s distribution agreement, administrative services agreement, transfer agency agreement and other material service agreements.

In connection with the contract review process, the Contract Committee and the Board considered the factors discussed below, among others. The Board also considered that DIMA and its predecessors have managed the Fund since its inception, and the Board believes that a long-term relationship with a capable, conscientious advisor is in the best interests of the Fund. The Board considered, generally, that shareholders chose to invest or remain invested in the Fund knowing that DIMA managed the Fund, and that the Agreement was approved by the Fund’s shareholders. DIMA is part of Deutsche Bank AG’s (“Deutsche Bank”) Asset Management (“Deutsche AM”) division. Deutsche AM is a global asset management business that offers a wide range of investing expertise and resources, including research capabilities in many countries throughout the world.

As part of the contract review process, the Board carefully considered the fees and expenses of each Deutsche fund overseen by the Board in light of the fund’s performance. In many cases, this led to the negotiation and implementation of expense caps. As part of these negotiations, the Board indicated that it would consider relaxing these caps in future years following sustained improvements in performance, among other considerations.

While shareholders may focus primarily on fund performance and fees, the Fund’s Board considers these and many other factors, including the quality and integrity of DIMA’s personnel and administrative support services provided by DIMA, such as back-office operations, fund valuations, and compliance policies and procedures.

Nature, Quality and Extent of Services. The Board considered the terms of the Agreement, including the scope of advisory services provided under the Agreement. The Board noted that, under the Agreement, DIMA provides portfolio management services to the Fund and that, pursuant to a separate administrative services agreement, DIMA provides administrative services to the Fund. The Board considered the experience and skills of senior management and investment personnel and the resources made available to such personnel. The Board reviewed the Fund’s performance over short-term and long-term periods and compared those returns to various agreed-upon performance measures, including market index(es) and a peer universe compiled using information supplied by Morningstar Direct (“Morningstar”), an independent fund data service. The Board also noted that it has put into place a process of identifying “Funds in Review” (e.g., funds performing poorly relative to a peer universe), and receives additional reporting from DIMA regarding such funds and, where appropriate, DIMA’s plans to address underperformance. The Board

 

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believes this process is an effective manner of identifying and addressing underperforming funds. Based on the information provided, the Board noted that, for the one-, three- and five-year periods ended December 31, 2016, the Fund’s performance (Class A shares) was in the 3rd quartile, 2nd quartile and 2nd quartile, respectively, of the applicable Morningstar universe (the 1st quartile being the best performers and the 4th quartile being the worst performers). The Board also observed that the Fund has underperformed its benchmark in the one-, three- and five-year periods ended December 31, 2016.

Fees and Expenses. The Board considered the Fund’s investment management fee schedule, operating expenses and total expense ratios, and comparative information provided by Broadridge Financial Solutions, Inc. (“Broadridge”) and the Fee Consultant regarding investment management fee rates paid to other investment advisors by similar funds (1st quartile being the most favorable and 4th quartile being the least favorable). With respect to management fees paid to other investment advisors by similar funds, the Board noted that the contractual fee rates paid by the Fund, which include a 0.10% fee paid to DIMA under the Fund’s administrative services agreement, were lower than the median (1st quartile) of the applicable Broadridge peer group (based on Broadridge data provided as of December 31, 2016). The Board noted that the Fund’s Class A shares total (net) operating expenses were expected to be lower than the median (2nd quartile) of the applicable Broadridge expense universe (based on Broadridge data provided as of December 31, 2016, and analyzing Broadridge expense universe Class A (net) expenses less any applicable 12b-1 fees) (“Broadridge Universe Expenses”). The Board noted that the expense limitation agreed to by DIMA was expected to help the Fund’s total (net) operating expenses remain competitive. The Board considered the Fund’s management fee rate as compared to fees charged by DIMA to a comparable Deutsche U.S. registered fund (“Deutsche Funds”) and considered differences between the Fund and the comparable Deutsche Fund. The information requested by the Board as part of its review of fees and expenses also included information about institutional accounts (including any sub-advised funds and accounts) and funds offered primarily to European investors (“Deutsche Europe funds”) managed by Deutsche AM. The Board noted that DIMA indicated that Deutsche AM does not manage any institutional accounts or Deutsche Europe funds comparable to the Fund.

On the basis of the information provided, the Board concluded that management fees were reasonable and appropriate in light of the nature, quality and extent of services provided by DIMA.

Profitability. The Board reviewed detailed information regarding revenues received by DIMA under the Agreement. The Board considered the estimated costs to DIMA, and pre-tax profits realized by DIMA, from advising the Deutsche Funds, as well as estimates of the pre-tax profits attributable to managing the Fund in particular. The Board also received information regarding the estimated enterprise-wide profitability of DIMA and its affiliates with respect to all fund services in totality and by fund. The Board and the Fee Consultant reviewed DIMA’s methodology in allocating its costs to the management of the Fund. Based on the information provided, the Board concluded that the pre-tax profits realized by DIMA in connection with the management of the Fund were not unreasonable. The Board also reviewed certain publicly available information regarding the profitability of certain similar investment management firms. The Board noted that, while information regarding the profitability of such firms is limited (and in some cases is not necessarily prepared on a comparable basis), DIMA and its affiliates’ overall profitability with respect to the Deutsche Funds (after taking into account distribution and other services provided to the funds by DIMA and its affiliates) was lower than the overall profitability levels of most comparable firms for which such data was available.

Economies of Scale. The Board considered whether there are economies of scale with respect to the management of the Fund and whether the Fund benefits from any economies of scale. The Board noted that the Fund’s investment management fee schedule includes fee breakpoints. The Board concluded that the Fund’s fee schedule represents an appropriate sharing between the Fund and DIMA of such economies of scale as may exist in the management of the Fund at current asset levels.

Other Benefits to DIMA and Its Affiliates. The Board also considered the character and amount of other incidental benefits received by DIMA and its affiliates, including any fees received by DIMA for administrative services provided to the Fund and any fees received by an affiliate of DIMA for transfer agency services provided to the Fund. The Board also considered benefits to DIMA related to brokerage and soft-dollar allocations, including allocating brokerage to pay for research generated by parties other than the executing broker dealers, which pertain primarily to funds investing in equity securities. In addition, the Board considered the incidental public relations benefits to DIMA related to Deutsche Funds advertising and cross-selling opportunities among DIMA products and services. The Board considered these benefits in reaching its conclusion that the Fund’s management fees were reasonable.

 

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Compliance. The Board considered the significant attention and resources dedicated by DIMA to documenting and enhancing its compliance processes in recent years. The Board noted in particular (i) the experience, seniority and time commitment of the individuals serving as DIMA’s and the Fund’s chief compliance officers; (ii) the large number of DIMA compliance personnel; and (iii) the substantial commitment of resources by DIMA and its affiliates to compliance matters.

Based on all of the information considered and the conclusions reached, the Board unanimously determined that the continuation of the Agreement is in the best interests of the Fund. In making this determination, the Board did not give particular weight to any single factor identified above. The Board considered these factors over the course of numerous meetings, certain of which were in executive session with only the Independent Trustees and counsel present. It is possible that individual Independent Trustees may have weighed these factors differently in reaching their individual decisions to approve the continuation of the Agreement.

 

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LOGO  

VS2SMCG-3 (R-028388-7 8/18)

 


Table of Contents

June 30, 2018

Semiannual Report

Deutsche DWS Variable Series II

(formerly Deutsche Variable Series II)

 

 

DWS Small Mid Cap Value VIP

(formerly Deutsche Small Mid Cap Value VIP)

 

LOGO


Table of Contents

Contents

 

  3      Performance Summary
  4      Portfolio Summary
  4      Portfolio Manager
  5      Investment Portfolio
  7      Statement of Assets and Liabilities
  7      Statement of Operations
  8      Statements of Changes in Net Assets
  9      Financial Highlights
  10      Notes to Financial Statements
  15      Information About Your Fund’s Expenses
  16      Proxy Voting
  17      Advisory Agreement Board Considerations and Fee Evaluation

 

This report must be preceded or accompanied by a prospectus. To obtain an additional prospectus or summary prospectus, if available, call (800) 728-3337 or your financial representative. We advise you to consider the Fund’s objectives, risks, charges and expenses carefully before investing. The summary prospectus and prospectus contain this and other important information about the Fund. Please read the prospectus carefully before you invest.

Stocks may decline in value. Smaller and medium company stocks tend to be more volatile than large company stocks. Any fund that focuses in a particular segment of the market or region of the world will generally be more volatile than a fund that invests more broadly. The Fund may lend securities to approved institutions. Please read the prospectus for details.

The brand DWS represents DWS Group GmbH & Co. KGaA and any of its subsidiaries such as DWS Distributors, Inc. which offers investment products or DWS Investment Management Americas, Inc. and RREEF America L.L.C. which offer advisory services.

DWS Distributors, Inc., 222 South Riverside Plaza, Chicago, IL 60606, (800) 621-1148

NOT FDIC/NCUA INSURED     NO BANK GUARANTEE     MAY LOSE VALUE     NOT A DEPOSIT

NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY

 

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Performance Summary   June 30, 2018 (Unaudited)

Fund performance shown is historical, assumes reinvestment of all dividend and capital gain distributions and does not guarantee future results. Investment return and principal value fluctuate with changing market conditions so that, when redeemed, shares may be worth more or less than their original cost. Current performance may be lower or higher than the performance data quoted. Please contact your participating insurance company for the Fund’s most recent month-end performance. Performance does not reflect charges and fees (“contract charges”) associated with the separate account that invests in the Fund or any variable life insurance policy or variable annuity contract for which the Fund is an investment option. These charges and fees will reduce returns. While all share classes have the same underlying portfolio, their performance will differ.

The gross expense ratios of the Fund, as stated in the fee table of the prospectus dated May 1, 2018 are 0.83% and 1.19% for Class A and Class B shares, respectively, and may differ from the expense ratios disclosed in the Financial Highlights tables in this report.

Generally accepted accounting principles require adjustments to be made to the net assets of the Fund at period end for financial reporting purposes only, and as such, the total return based on the unadjusted net asset value per share may differ from the total return reported in the financial highlights.

Growth of an Assumed $10,000 Investment in DWS Small Mid Cap Value VIP

 

 

LOGO   

The Russell 2500TM Value Index is an unmanaged Index of those securities in the Russell 3000® Index with lower price-to-book ratios and lower forecasted growth values.

 

Index returns do not reflect any fees or expenses and it is not possible to invest directly into an index.

 

Comparative Results                              
DWS Small Mid Cap Value VIP    6-Month    1-Year    3-Year    5-Year    10-Year
Class A   Growth of $10,000    $10,036    $10,862    $11,698    $15,851    $22,771
    Average annual total return    0.36%    8.62%    5.37%    9.65%    8.58%
Russell 2500 Value Index   Growth of $10,000    $10,300    $11,149    $13,224    $16,687    $26,175
    Average annual total return    3.00%    11.49%    9.76%    10.78%    10.10%
DWS Small Mid Cap Value VIP    6-Month    1-Year    3-Year    5-Year    10-Year
Class B   Growth of $10,000    $10,020    $10,827    $11,576    $15,572    $21,995
    Average annual total return    0.20%    8.27%    5.00%    9.26%    8.20%
Russell 2500 Value Index   Growth of $10,000    $10,300    $11,149    $13,224    $16,687    $26,175
    Average annual total return    3.00%    11.49%    9.76%    10.78%    10.10%

The growth of $10,000 is cumulative.

 

 

Total returns shown for periods less than one year are not annualized.

 

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Portfolio Summary   (Unaudited)

 

Asset Allocation (As a % of Investment Portfolio excluding Securities Lending Collateral)    6/30/18      12/31/17  
Common Stocks      97%        96%  
Cash Equivalents      3%        4%  
       100%        100%  
Sector Diversification
(As a % of Investment Portfolio excluding Cash Equivalents and Securities Lending Collateral)
   6/30/18      12/31/17  
Financials      21%        20%  
Industrials      19%        19%  
Consumer Discretionary      13%        9%  
Real Estate      10%        13%  
Information Technology      9%        11%  
Energy      7%        7%  
Materials      6%        5%  
Health Care      6%        4%  
Consumer Staples      5%        7%  
Utilities      4%        5%  
       100%        100%  

Portfolio holdings and characteristics are subject to change.

For more complete details about the Fund’s investment portfolio, see page 5.

Following the Fund’s fiscal first and third quarter-end, a complete portfolio holdings listing is filed with the SEC on Form N-Q. The form will be available on the SEC’s Web site at sec.gov, and it also may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the SEC’s Public Reference Room may be obtained by calling (800) SEC-0330. The Fund’s portfolio holdings are also posted on dws.com from time to time. Please see the Fund’s current prospectus for more information.

Portfolio Manager

Richard Hanlon, CFA, Director

Portfolio Manager

 

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Investment Portfolio   June 30, 2018 (Unaudited)

 

    Shares     Value ($)  
Common Stocks 97.4%  
Consumer Discretionary 12.7%  

Auto Components 1.9%

   

Visteon Corp.*

    15,437       1,995,078  

Automobiles 1.8%

   

Winnebago Industries, Inc.

    45,771       1,858,302  

Diversified Consumer Services 1.2%

 

 

Regis Corp.*

    76,668       1,268,089  

Hotels, Restaurants & Leisure 1.0%

 

 

Denny’s Corp.*

    66,296       1,056,095  

Household Durables 2.6%

   

Helen of Troy Ltd.*

    18,022       1,774,266  

PulteGroup, Inc.

    35,789       1,028,934  
   

 

 

 
      2,803,200  

Media 1.0%

   

Interpublic Group of Companies, Inc.

    46,100       1,080,584  

Textiles, Apparel & Luxury Goods 3.2%

 

 

Carter’s, Inc.

    17,456       1,892,056  

Columbia Sportswear Co.

    16,835       1,539,897  
   

 

 

 
      3,431,953  
Consumer Staples 5.3%    

Food & Staples Retailing 1.9%

   

U.S. Foods Holding Corp.*

    52,640       1,990,845  

Food Products 2.1%

   

Lamb Weston Holdings, Inc.

    17,581       1,204,474  

Pinnacle Foods, Inc.

    16,561       1,077,459  
   

 

 

 
      2,281,933  

Household Products 1.3%

   

Central Garden & Pet Co.*

    30,572       1,329,270  
Energy 6.5%    

Energy Equipment & Services 0.9%

 

 

Patterson-UTI Energy, Inc.

    54,233       976,194  

Oil, Gas & Consumable Fuels 5.6%

 

 

Golar LNG Ltd. (a)

    46,778       1,378,080  

HollyFrontier Corp.

    12,900       882,747  

Matador Resources Co.*

    51,120       1,536,156  

Murphy Oil Corp.

    21,300       719,301  

Parsley Energy, Inc. “A”*

    21,785       659,650  

SRC Energy, Inc.*

    66,900       737,238  
   

 

 

 
      5,913,172  
Financials 20.7%    

Banks 13.8%

   

Eagle Bancorp., Inc.*

    27,664       1,695,803  

East West Bancorp., Inc.

    20,900       1,362,680  

Great Western Bancorp., Inc.

    58,734       2,466,241  

Hancock Whitney Corp.

    44,916       2,095,331  

Pacific Premier Bancorp., Inc.*

    38,200       1,457,330  

Sterling Bancorp.

    106,155       2,494,619  

TCF Financial Corp.

    69,000       1,698,780  

UMB Financial Corp.

    17,900       1,364,517  
   

 

 

 
      14,635,301  

Capital Markets 1.9%

   

E*TRADE Financial Corp.*

    32,143       1,965,866  

Insurance 3.5%

   

Brown & Brown, Inc.

    46,922       1,301,147  
    Shares     Value ($)  

CNO Financial Group, Inc.

    90,204       1,717,484  

ProAssurance Corp.

    19,800       701,910  
   

 

 

 
      3,720,541  

Thrifts & Mortgage Finance 1.5%

 

 

Walker & Dunlop, Inc.

    28,930       1,609,955  
Health Care 5.6%    

Health Care Providers & Services 4.0%

 

 

Encompass Health Corp.

    44,137       2,988,958  

Premier, Inc. “A”*

    33,100       1,204,178  
   

 

 

 
      4,193,136  

Life Sciences Tools & Services 1.6%

 

 

Bruker Corp.

    27,200       789,888  

PerkinElmer, Inc.

    12,605       923,064  
   

 

 

 
      1,712,952  
Industrials 18.0%    

Building Products 1.2%

   

Simpson Manufacturing Co., Inc.

    20,457       1,272,221  

Commercial Services & Supplies 4.0%

 

 

Interface, Inc.

    82,775       1,899,686  

The Brink’s Co.

    29,134       2,323,437  
   

 

 

 
      4,223,123  

Electrical Equipment 1.8%

   

EnerSys

    25,278       1,886,750  

Machinery 7.5%

   

Douglas Dynamics, Inc.

    26,907       1,291,536  

Federal Signal Corp.

    84,800       1,974,992  

Global Brass & Copper Holdings, Inc.

    54,600       1,711,710  

Hillenbrand, Inc.

    39,003       1,838,991  

Stanley Black & Decker, Inc.

    8,513       1,130,612  
   

 

 

 
      7,947,841  

Professional Services 2.5%

   

ICF International, Inc.

    19,061       1,354,284  

ManpowerGroup, Inc.

    14,834       1,276,614  
   

 

 

 
      2,630,898  

Trading Companies & Distributors 1.0%

 

 

AerCap Holdings NV*

    20,894       1,131,410  
Information Technology 9.1%    

Electronic Equipment, Instruments & Components 4.9%

 

Dolby Laboratories, Inc. “A”

    18,358       1,132,505  

Insight Enterprises, Inc.*

    54,900       2,686,257  

Rogers Corp.*

    12,240       1,364,271  
   

 

 

 
      5,183,033  

Internet Software & Services 1.2%

 

 

LogMeIn, Inc.

    12,202       1,259,857  

IT Services 1.4%

   

Travelport Worldwide Ltd.

    81,169       1,504,873  

Software 1.6%

   

Verint Systems, Inc.*

    37,964       1,683,703  
Materials 6.2%    

Chemicals 2.9%

   

GCP Applied Technologies, Inc.*

    36,538       1,057,775  

Minerals Technologies, Inc.

    20,900       1,574,815  

Tronox Ltd. “A”

    24,518       482,514  
   

 

 

 
      3,115,104  
 

 

The accompanying notes are an integral part of the financial statements.

 

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DWS Small Mid Cap Value VIP

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    Shares     Value ($)  

Containers & Packaging 1.5%

   

Owens-Illinois, Inc.*

    93,100       1,565,011  

Metals & Mining 1.8%

   

Commercial Metals Co.

    28,909       610,269  

Steel Dynamics, Inc.

    27,223       1,250,897  
   

 

 

 
      1,861,166  
Real Estate 9.5%    

Equity Real Estate Investment Trusts (REITs)

 

Agree Realty Corp.

    31,931       1,684,999  

Community Healthcare Trust, Inc.

    58,569       1,749,456  

Easterly Government Properties, Inc.

    69,591       1,375,118  

Gaming and Leisure Properties, Inc.

    15,400       551,320  

Highwoods Properties, Inc.

    28,006       1,420,744  

Pebblebrook Hotel Trust (a)

    46,968       1,822,359  

STAG Industrial, Inc.

    54,900       1,494,927  
   

 

 

 
      10,098,923  
Utilities 3.8%    

Electric Utilities 2.7%

   

Alliant Energy Corp.

    27,312       1,155,844  

IDACORP, Inc.

    17,781       1,640,119  
   

 

 

 
      2,795,963  
    Shares     Value ($)  

Gas Utilities 1.1%

   

ONE Gas, Inc.

    16,076       1,201,519  

Total Common Stocks (Cost $86,653,401)

 

    103,183,861  
Securities Lending Collateral 2.2%  

DWS Government & Agency Securities Portfolio “DWS Government Cash Institutional Shares”, 1.80% (b) (c) (Cost $2,299,160)

    2,299,160       2,299,160  
Cash Equivalents 2.8%    

DWS Central Cash Management Government Fund, 1.85% (b) (Cost $2,975,066)

    2,975,066       2,975,066  
    % of Net
Assets
    Value ($)  

Total Investment Portfolio (Cost $91,927,627)

    102.4       108,458,087  
Other Assets and Liabilities, Net     (2.4     (2,581,366
Net Assets     100.0       105,876,721  
 

A summary of the Fund’s transactions with affiliated investments during the period ended June 30, 2018 are as follows:

 

Value ($)
at
12/31/2017

  Purchases
Cost
($)
    Sales
Proceeds
($)
    Net
Realized
Gain/
(Loss)
($)
    Net Change
in Unrealized
Appreciation
(Depreciation)
($)
    Income
($)
    Capital Gain
Distributions
($)
     Number of
Shares

at
6/30/2018
     Value ($)
at
6/30/2018
 

Securities Lending Collateral 2.2%

 

DWS Government & Agency Securities Portfolio “DWS Government Cash Institutional Shares,” 1.80% (b) (c)  
    2,299,160                         979              2,299,160        2,299,160  

Cash Equivalents 2.8%

 

DWS Central Cash Management Government Fund, 1.85% (b)  
4,418,900     25,171,412       26,615,246                   29,730              2,975,066        2,975,066  
4,418,900     27,470,572       26,615,246                   30,709              5,274,226        5,274,226  

 

* Non-income producing security.

 

(a) All or a portion of these securities were on loan. In addition, “Other Assets and Liabilities, Net” may include pending sales that are also on loan. The value of securities loaned at June 30, 2018 amounted to $2,262,843, which is 2.1% of net assets.

 

(b) Affiliated fund managed by Deutsche Investment Management Americas, Inc. The rate shown is the annualized seven-day yield at period end.

 

(c) Represents collateral held in connection with securities lending. Income earned by the Fund is net of borrower rebates. Represents the net increase (purchase cost) or decrease (sales proceeds) in the amount invested for the period ended June 30, 2018.

Fair Value Measurements

Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in three broad levels. Level 1 includes quoted prices in active markets for identical securities. Level 2 includes other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds and credit risk). Level 3 includes significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments). The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities.

The following is a summary of the inputs used as of June 30, 2018 in valuing the Fund’s investments. For information on the Fund’s policy regarding the valuation of investments, please refer to the Security Valuation section of Note A in the accompanying Notes to Financial Statements.

 

Assets   Level 1     Level 2     Level 3      Total  
Common Stocks (d)   $ 103,183,861     $                 —     $                 —      $ 103,183,861  
Short-Term Investments (d)     5,274,226                       —                       —        5,274,226  
Total   $ 108,458,087     $     $      $ 108,458,087  

There have been no transfers between fair value measurement levels during the period ended June 30, 2018.

 

(d) See Investment Portfolio for additional detailed categorizations.

 

The accompanying notes are an integral part of the financial statements.

 

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Statement of Assets and Liabilities

 

as of June 30, 2018 (Unaudited)        
Assets        
Investments in non-affiliated securities, at value (cost $86,653,401) — including $2,262,843 of securities loaned   $   103,183,861  
Investment in DWS Government & Agency Securities Portfolio (cost $2,299,160)*     2,299,160  
Investment in DWS Central Cash Management Government Fund (cost $2,975,066)     2,975,066  
Receivable for Fund shares sold     121,406  
Dividends receivable     88,836  
Interest receivable     4,275  
Other assets     984  
Total assets     108,673,588  
Liabilities        
Payable upon return of securities loaned     2,299,160  
Payable for Fund shares redeemed     370,089  
Accrued management fee     53,293  
Accrued Trustees’ fees     1,746  
Other accrued expenses and payables     72,579  
Total liabilities     2,796,867  
Net assets, at value   $ 105,876,721  
Net Assets Consist of        
Undistributed net investment income     394,977  
Net unrealized appreciation (depreciation) on investments     16,530,460  
Accumulated net realized gain (loss)     5,362,593  
Paid-in capital     83,588,691  
Net assets, at value   $ 105,876,721  
Net Asset Value        

Class A

 
Net Asset Value, offering and redemption price per share ($86,684,326 ÷ 5,939,875 outstanding shares of beneficial interest, no par value, unlimited number of shares authorized)   $ 14.59  

Class B

 
Net Asset Value, offering and redemption price per share ($19,192,395 ÷ 1,313,911 outstanding shares of beneficial interest, no par value, unlimited number of shares authorized)   $ 14.61  

 

* Represents collateral on securities loaned.

     Statement of Operations

 

for the six months ended June 30, 2018 (Unaudited)  
Investment Income        
Income:  
Dividends   $ 813,208  
Income distributions — DWS Cash Management Government Fund     29,730  
Securities lending income, net of borrower rebates     979  
Total income       843,917  
Expenses:  
Management fee     356,602  
Administration fee     54,862  
Services to Shareholders     1,311  
Record keeping fee (Class B)     11,268  
Distribution service fees (Class B)     22,949  
Custodian fee     2,781  
Professional fees     35,068  
Reports to shareholders     12,526  
Trustees’ fees and expenses     4,723  
Other     4,780  
Total expenses before expense reductions     506,870  
Expense reductions     (30,361
Total expenses after expense reductions     476,509  
Net investment income     367,408  
Realized and Unrealized gain (loss)        
Net realized gain (loss) from investments     5,388,693  
Change in net unrealized appreciation (depreciation) on investments       (5,353,790
Net gain (loss)     34,903  
Net increase (decrease) in net assets resulting from operations   $ 402,311  
 

 

The accompanying notes are an integral part of the financial statements.

 

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DWS Small Mid Cap Value VIP

  |   7


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Statements of Changes in Net Assets

 

Increase (Decrease) in Net Assets   Six Months
Ended
June 30, 2018
(Unaudited)
    Year Ended
December 31,
2017
 
Operations:    
Net investment income (loss)   $ 367,408     $ 1,467,106  
Net realized gain (loss)     5,388,693       18,971,820  
Change in net unrealized appreciation (depreciation)     (5,353,790     (5,654,443
Net increase (decrease) in net assets resulting from operations     402,311       14,784,483  
Distributions to shareholders from:    
Net investment income:    

Class A

    (1,224,311     (1,100,828

Class B

    (180,146     (59,126
Net realized gains:    

Class A

    (15,813,624     (3,269,636

Class B

    (3,183,578     (353,505
Total distributions     (20,401,659     (4,783,095
Fund share transactions:    

Class A

   
Proceeds from shares sold     2,257,125       6,806,078  
Reinvestment of distributions     17,037,935       4,370,464  
Cost of shares redeemed     (12,065,125     (77,117,368
Net increase (decrease) in net assets from Class A share transactions     7,229,935       (65,940,826

Class B

   
Proceeds from shares sold     1,961,821       4,800,663  
Reinvestment of distributions     3,363,724       412,631  
Cost of shares redeemed     (1,338,281     (3,308,695
Net increase (decrease) in net assets from Class B share transactions     3,987,264       1,904,599  
Increase (decrease) in net assets     (8,782,149     (54,034,839
Net assets at beginning of period     114,658,870       168,693,709  
Net assets at end of period (including undistributed net investment income of $394,977 and $1,432,026, respectively)   $   105,876,721     $   114,658,870  
Other Information              

Class A

   
Shares outstanding at beginning of period     5,375,574       9,208,579  
Shares sold     139,207       399,609  
Shares issued to shareholders in reinvestment of distributions     1,188,970       259,221  
Shares redeemed     (763,876     (4,491,835
Net increase (decrease) in Class A shares     564,301       (3,833,005
Shares outstanding at end of period     5,939,875       5,375,574  

Class B

   
Shares outstanding at beginning of period     1,037,183       923,852  
Shares sold     122,608       283,457  
Shares issued to shareholders in reinvestment of distributions     234,243       24,445  
Shares redeemed     (80,123     (194,571
Net increase (decrease) in Class B shares     276,728       113,331  
Shares outstanding at end of period     1,313,911       1,037,183  

 

The accompanying notes are an integral part of the financial statements.

 

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Financial Highlights

 

    Six Months
Ended 6/30/18
    Years Ended December 31,  
Class A   (Unaudited)     2017     2016     2015     2014     2013  
Selected Per Share Data                                                
Net asset value, beginning of period     $17.88       $16.65       $15.97       $17.79       $17.08       $12.78  
Income (loss) from investment operations:            

Net investment incomea

    .06       .17       .15       .09       .05       .12  

Net realized and unrealized gain (loss)

    (.05     1.55       2.34       (.31     .88       4.35  

Total from investment operations

    .01       1.72       2.49       (.22     .93       4.47  
Less distributions from:            

Net investment income

    (.24     (.12     (.10     (.05     (.14     (.17

Net realized gains

    (3.06     (.37     (1.71     (1.55     (.08      

Total distributions

    (3.30     (.49     (1.81     (1.60     (.22     (.17
Net asset value, end of period     $14.59       $17.88       $16.65       $15.97       $17.79       $17.08  
Total Return (%)     .36 b**       10.52 b       16.89 b       (1.91     5.53       35.24  
Ratios to Average Net Assets and Supplemental Data                                                
Net assets, end of period ($ millions)     87       96       153       161       205       240  
Ratio of expenses before expense reductions (%)c     .86 *       .83       .83       .80       .82       .82  
Ratio of expenses after expense reductions (%)c     .81 *       .83       .82       .80       .82       .82  
Ratio of net investment income (%)     .73 d*       .98       .99       .51       .32       .81  
Portfolio turnover rate (%)     43 **       35       53       25       34       115  

 

a 

Based on average shares outstanding during the period.

 

b 

Total return would have been lower had certain expenses not been reduced.

 

c 

Expense ratio does not reflect charges and fees associated with the separate account that invests in the Fund or any variable life insurance policy or variable annuity contract for which the Fund is an investment option.

 

d

Due to the timing of the subscriptions and redemptions, the amount shown does not correspond to the total return during the period.

 

* 

Annualized

 

** 

Not annualized

 

    Six Months
Ended 6/30/18
    Years Ended December 31,  
Class B   (Unaudited)     2017     2016     2015     2014     2013  
Selected Per Share Data                                                
Net asset value, beginning of period     $17.86       $16.63       $15.95       $17.77       $17.07       $12.78  
Income (loss) from investment operations:            

Net investment incomea

    .03       .11       .09       .02       (.01     .07  

Net realized and unrealized gain (loss)

    (.05     1.55       2.34       (.29     .87       4.34  

Total from investment operations

    (.02     1.66       2.43       (.27     .86       4.41  
Less distributions from:            

Net investment income

    (.17     (.06     (.04           (.08     (.12

Net realized gains

    (3.06     (.37     (1.71     (1.55     (.08      

Total distributions

    (3.23     (.43     (1.75     (1.55     (.16     (.12
Net asset value, end of period     $14.61       $17.86       $16.63       $15.95       $17.77       $17.07  
Total Return (%)     .20 b**       10.13 b       16.47 b       (2.21     5.09       34.70  
Ratios to Average Net Assets and Supplemental Data                                                
Net assets, end of period ($ millions)     19       19       15       14       17       20  
Ratio of expenses before expense reductions (%)c     1.24 *       1.19       1.19       1.16       1.17       1.17  
Ratio of expenses after expense reductions (%)c     1.16 *       1.19       1.18       1.16       1.17       1.17  
Ratio of net investment income (loss) (%)     .39 d*       .65       .57       .14       (.04     .45  
Portfolio turnover rate (%)     43 **       35       53       25       34       115  

 

a 

Based on average shares outstanding during the period.

 

b 

Total return would have been lower had certain expenses not been reduced.

 

c 

Expense ratio does not reflect charges and fees associated with the separate account that invests in the Fund or any variable life insurance policy or variable annuity contract for which the Fund is an investment option.

 

d

Due to the timing of the subscriptions and redemptions, the amount shown does not correspond to the total return during the period.

 

* 

Annualized

 

** 

Not annualized

 

The accompanying notes are an integral part of the financial statements.

 

Deutsche DWS Variable Series II —

DWS Small Mid Cap Value VIP

  |   9


Table of Contents
Notes to Financial Statements   (Unaudited)

A. Organization and Significant Accounting Policies

DWS Small Mid Cap Value VIP (formerly Deutsche Small Mid Cap Value VIP) (the “Fund”) is a diversified series of Deutsche DWS Variable Series II (formerly Deutsche Variable Series II) (the “Trust”), which is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company organized as a Massachusetts business trust.

Multiple Classes of Shares of Beneficial Interest. The Fund offers two classes of shares (Class A shares and Class B shares). Sales of Class B shares are subject to recordkeeping fees up to 0.15% and Rule 12b-1 fees under the 1940 Act equal to an annual rate of 0.25% of the average daily net assets of the Class B shares of the Fund. Class A shares are not subject to such fees.

Investment income, realized and unrealized gains and losses, and certain fund-level expenses and expense reductions, if any, are borne pro rata on the basis of relative net assets by the holders of all classes of shares except that each class bears certain expenses unique to that class (including the applicable Rule 12b-1 fee and recordkeeping fees). Differences in class-level expenses may result in payment of different per share dividends by class. All shares have equal rights with respect to voting subject to class-specific arrangements.

The Fund’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) which require the use of management estimates. Actual results could differ from those estimates. The Fund qualifies as an investment company under Topic 946 of Accounting Standards Codification of U.S. GAAP. The policies described below are followed consistently by the Fund in the preparation of its financial statements.

Security Valuation. Investments are stated at value determined as of the close of regular trading on the New York Stock Exchange on each day the exchange is open for trading.

Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in three broad levels. Level 1 includes quoted prices in active markets for identical securities. Level 2 includes other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds and credit risk). Level 3 includes significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments). The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities.

Equity securities are valued at the most recent sale price or official closing price reported on the exchange (U.S. or foreign) or over-the-counter market on which they trade. Securities for which no sales are reported are valued at the calculated mean between the most recent bid and asked quotations on the relevant market or, if a mean cannot be determined, at the most recent bid quotation. Equity securities are generally categorized as Level 1.

Investments in open-end investment companies are valued at their net asset value each business day and are categorized as Level 1.

Securities and other assets for which market quotations are not readily available or for which the above valuation procedures are deemed not to reflect fair value are valued in a manner that is intended to reflect their fair value as determined in accordance with procedures approved by the Board and are generally categorized as Level 3. In accordance with the Fund’s valuation procedures, factors considered in determining value may include, but are not limited to, the type of the security; the size of the holding; the initial cost of the security; the existence of any contractual restrictions on the security’s disposition; the price and extent of public trading in similar securities of the issuer or of comparable companies; quotations or evaluated prices from broker-dealers and/or pricing services; information obtained from the issuer, analysts, and/or the appropriate stock exchange (for exchange-traded securities); an analysis of the company’s or issuer’s financial statements; an evaluation of the forces that influence the issuer and the market(s) in which the security is purchased and sold; and with respect to debt securities, the maturity, coupon, creditworthiness, currency denomination and the movement of the market in which the security is normally traded. The value determined under these procedures may differ from published values for the same securities.

Disclosure about the classification of fair value measurements is included in a table following the Fund’s Investment Portfolio.

Foreign Currency Translations. The books and records of the Fund are maintained in U.S. dollars. Investment securities and other assets and liabilities denominated in a foreign currency are translated into

 

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U.S. dollars at the prevailing exchange rates at period end. Purchases and sales of investment securities, income and expenses are translated into U.S. dollars at the prevailing exchange rates on the respective dates of the transactions.

Net realized and unrealized gains and losses on foreign currency transactions represent net gains and losses between trade and settlement dates on securities transactions, the acquisition and disposition of foreign currencies, and the difference between the amount of net investment income accrued and the U.S. dollar amount actually received. The portion of both realized and unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed but is included with net realized and unrealized gain/appreciation and loss/depreciation on investments.

Securities Lending. Brown Brothers Harriman & Co., as lending agent, lends securities of the Fund to certain financial institutions under the terms of its securities lending agreement. During the term of the loans, the Fund continues to receive interest and dividends generated by the securities and to participate in any changes in their market value. The Fund requires the borrowers of the securities to maintain collateral with the Fund consisting of either cash or liquid, unencumbered assets having a value at least equal to the value of the securities loaned. When the collateral falls below specified amounts, the lending agent will use its best effort to obtain additional collateral on the next business day to meet required amounts under the securities lending agreement. As of period end, any securities on loan were collateralized by cash. During the six months ended June 30, 2018, the Fund invested the cash collateral into a joint trading account in affiliated money market funds managed by DWS Investment Management Americas, Inc. As of June 30, 2018, the Fund invested the cash collateral in DWS Government & Agency Securities Portfolio. DWS Investment Management Americas Inc. receives a management/administration fee (0.14% annualized effective rate as of June 30, 2018) on the cash collateral invested in DWS Government & Agency Securities Portfolio. The Fund receives compensation for lending its securities either in the form of fees or by earning interest on invested cash collateral net of borrower rebates and fees paid to a lending agent. Either the Fund or the borrower may terminate the loan at any time, and the borrower, after notice, is required to return borrowed securities within a standard time period There may be risks of delay and costs in recovery of securities or even loss of rights in the collateral should the borrower of the securities fail financially. If the Fund is not able to recover securities lent, the Fund may sell the collateral and purchase a replacement investment in the market, incurring the risk that the value of the replacement security is greater than the value of the collateral. The Fund is also subject to all investment risks associated with the reinvestment of any cash collateral received, including, but not limited to, interest rate, credit and liquidity risk associated with such investments.

As of June 30, 2018, the Fund had securities on loan, which were classified as common stock in the Investment Portfolio. The value of the related collateral exceeded the value of the securities loaned at period end. As of period end, the remaining contractual maturity of the collateral agreements were overnight and continuous.

Taxes. The Fund’s policy is to comply with the requirements of the Internal Revenue Code, as amended, which are applicable to regulated investment companies and to distribute all of its taxable income to its shareholders.

At December 31, 2017, the aggregate cost of investments for federal income tax purposes was $92,833,398. The net unrealized appreciation for all investments based on tax cost was $21,901,608. This consisted of aggregate gross unrealized appreciation for all investments in which there was an excess of value over tax cost of $24,836,354 aggregate gross unrealized depreciation for all investments in which was an excess of ax cost over value of $2,934,746.

The Fund has reviewed the tax positions for the open tax years as of December 31, 2017 and has determined that no provision for income tax and/or uncertain tax positions is required in the Fund’s financial statements. The Fund’s federal tax returns for the prior three fiscal years remain open subject to examination by the Internal Revenue Service.

Distribution of Income and Gains. Distributions from net investment income of the Fund, if any, are declared and distributed to shareholders annually. Net realized gains from investment transactions, in excess of available capital loss carryforwards, would be taxable to the Fund if not distributed and, therefore, will be distributed to shareholders at least annually. The Fund may also make additional distributions for tax purposes if necessary.

The timing and characterization of certain income and capital gain distributions are determined annually in accordance with federal tax regulations which may differ from accounting principles generally accepted in the United States of America. These differences primarily relate to income received from Real Estate Investment

 

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Trusts and certain securities sold at a loss. As a result, net investment income (loss) and net realized gain (loss) on investment transactions for a reporting period may differ significantly from distributions during such period. Accordingly, the Fund may periodically make reclassifications among certain of its capital accounts without impacting the net asset value of the Fund.

The tax character of current year distributions will be determined at the end of the current fiscal year.

Expenses. Expenses of the Trust arising in connection with a specific fund are allocated to that fund. Other Trust expenses which cannot be directly attributed to a fund are apportioned among the funds in the Trust based upon the relative net assets or other appropriate measures.

Contingencies. In the normal course of business, the Fund may enter into contracts with service providers that contain general indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet been made. However, based on experience, the Fund expects the risk of loss to be remote.

Real Estate Investment Trusts. The Fund at its fiscal year end recharacterizes distributions received from a Real Estate Investment Trust (“REIT”) investment based on information provided by the REIT into the following categories: ordinary income, long-term and short-term capital gains, and return of capital. If information is not available timely from a REIT, the recharacterization will be estimated for financial reporting purposes and a recharacterization will be made to the accounting records in the following year when such information becomes available. Distributions received from REITs in excess of income are recorded as either a reduction of cost of investments or realized gains.

Other. Investment transactions are accounted for on a trade date plus one basis for daily net asset value calculations. However, for financial reporting purposes, investment transactions are reported on trade date. Interest income is recorded on the accrual basis. Dividend income is recorded on the ex-dividend date net of foreign withholding taxes. Realized gains and losses from investment transactions are recorded on an identified cost basis. Proceeds from litigation payments, if any, are included in net realized gain (loss) from investments.

B. Purchases and Sales of Securities

During the six months ended June 30, 2018, purchases and sales of investment transactions (excluding short-term investments) aggregated $45,927,778 and $53,087,275, respectively.

C. Related Parties

Management Agreement. Under the Investment Management Agreement with DWS Investment Management Americas, Inc. (formerly Deutsche Investment Management Americas Inc.) (“DIMA” or the “Advisor”), an indirect, wholly owned subsidiary of DWS Group GmbH & Co. KGaA (“DWS Group”), the Advisor directs the investments of the Fund in accordance with its investment objectives, policies and restrictions. The Advisor determines the securities, instruments and other contracts relating to investments to be purchased, sold or entered into by the Fund.

Pursuant to the Investment Management Agreement with the Advisor, the Fund pays a monthly management fee based on the Fund’s average daily net assets, computed and accrued daily and payable monthly, at the following annual rates:

 

First $250 million     .650
Next $750 million     .620
Next $1.5 billion     .600
Next $2.5 billion     .580
Next $2.5 billion     .550
Next $2.5 billion     .540
Next $2.5 billion     .530
Over $12.5 billion     .520

Accordingly, for the six months ended June 30, 2018, the fee pursuant to the Investment Management Agreement was equivalent to an annualized rate (exclusive of any applicable waivers/reimbursements) of 0.65% of the Fund’s average daily net assets.

 

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For the period from January 1, 2018 through April 30, 2019, the Advisor has contractually agreed to waive its fees and/or reimburse certain operating expenses to the extent necessary to maintain the total annual operating expenses (excluding certain expenses such as extraordinary expenses, taxes, brokerage and interest expense) of each class as follows:

 

Class A     .81
Class B     1.16

For the six months ended June 30, 2018, fees waived and/or expenses reimbursed for each class are as follows:

 

Class A   $ 23,410  
Class B     6,951  
    $ 30,361  

Administration Fee. Pursuant to an Administrative Services Agreement, DIMA provides most administrative services to the Fund. For all services provided under the Administrative Services Agreement, the Fund pays DIMA an annual fee (“Administration Fee”) of 0.10% of the Fund’s average daily net assets, computed and accrued daily and payable monthly. For the six months ended June 30, 2018, the Administration Fee was $54,862, of which $8,926 is unpaid.

Service Provider Fees. DWS Service Company (“DSC”), an affiliate of the Advisor, is the transfer agent, dividend-paying agent and shareholder service agent for the Fund. Pursuant to a sub-transfer agency agreement between DSC and DST Systems, Inc. (“DST”), DSC has delegated certain transfer agent, dividend-paying agent and shareholder service agent functions to DST. DSC compensates DST out of the shareholder servicing fee it receives from the Fund. For the six months ended June 30, 2018, the amounts charged to the Fund by DSC were as follows:

 

Service to Shareholders   Total
Aggregated
    Unpaid at
June 30, 2018
 
Class A   $ 311     $ 102  
Class B     230       74  
    $ 541     $ 176  

Distribution Service Agreement. Under the Fund’s Class B 12b-1 plan, DWS Distributors, Inc. (“DDI”) received a fee (“Distribution Service Fee”) of 0.25% of average daily net assets of Class B shares. For the six months ended June 30, 2018, the Distribution Service Fee aggregated $22,949, of which $3,956 is unpaid.

Typesetting and Filing Service Fees. Under an agreement with DIMA, DIMA is compensated for providing certain pre-press and regulatory filing services to the Fund. For the six months ended June 30, 2018, the amount charged to the Fund by DIMA included in the Statement of Operations under “Reports to shareholders” aggregated $4,907, all of which is unpaid.

Trustees’ Fees and Expenses. The Fund paid retainer fees to each Trustee not affiliated with the Advisor, plus specified amounts to the Board Chairperson and Vice Chairperson and to each committee Chairperson.

Affiliated Cash Management Vehicles. The Fund may invest uninvested cash balances in DWS Central Cash Management Government Fund and DWS Variable NAV Money Fund, affiliated money market funds which are managed by the Advisor. Each affiliated money market fund is managed in accordance with Rule 2a-7 under the 1940 Act, which governs the quality, maturity, diversity and liquidity of instruments in which a money market fund may invest. DWS Central Cash Management Government Fund seeks to maintain a stable net asset value, and DWS Variable NAV Money Fund maintains a floating net asset value. The Fund indirectly bears its proportionate share of the expenses of each affiliated money market fund in which it invests. DWS Central Cash Management Government Fund does not pay the Advisor an investment management fee. To the extent that DWS Variable NAV Money Fund pays an investment management fee to the Advisor, the Advisor will waive an amount of the investment management fee payable to the Advisor by the Fund equal to the amount of the investment management fee payable on the Fund’s assets invested in DWS Variable NAV Money Fund.

 

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D. Ownership of the Fund

At June 30, 2018, one participating insurance company was owner of record of 10% or more of the total outstanding Class A shares of the Fund, owning 71%. Four participating insurance companies were owners of record of 10% or more of the total outstanding Class B shares of the Fund, each owning 31%, 20%, 17% and 12%.

E. Line of Credit

The Fund and other affiliated funds (the “Participants”) share in a $400 million revolving credit facility provided by a syndication of banks. The Fund may borrow for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities. The Participants are charged an annual commitment fee which is allocated based on net assets, among each of the Participants. Interest is calculated at a rate per annum equal to the sum of the Federal Funds Rate plus 1.25 percent plus if the one-month LIBOR exceeds the Federal Funds Rate, the amount of such excess. The Fund may borrow up to a maximum of 33 percent of its net assets under the agreement. The Fund had no outstanding loans at June 30, 2018.

F. Name Changes

In connection with adoption of the DWS brand, effective July 2, 2018, Deutsche Investment Management Americas Inc., the Advisor, was renamed to DWS Investment Management Americas, Inc. In addition, the “Deutsche Funds” became known as the “DWS Funds.” As a result, Deutsche Variable Series II was renamed Deutsche DWS Variable Series II and Deutsche Small Mid Cap Value VIP was renamed DWS Small Mid Cap Value VIP.

 

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Information About Your Fund’s Expenses   (Unaudited)

As an investor of the Fund, you incur two types of costs: ongoing expenses and transaction costs. Ongoing expenses include management fees, distribution and service (12b-1) fees and other Fund expenses. Examples of transaction costs include contract charges, which are not shown in this section. The following tables are intended to help you understand your ongoing expenses (in dollars) of investing in the Fund and to help you compare these expenses with the ongoing expenses of investing in other mutual funds. In the most recent six-month period, the Fund limited these expenses; had it not done so, expenses would have been higher. The example in the table is based on an investment of $1,000 invested at the beginning of the six-month period and held for the entire period (January 1, 2018 to June 30, 2018).

The tables illustrate your Fund’s expenses in two ways:

 

Actual Fund Return. This helps you estimate the actual dollar amount of ongoing expenses (but not transaction costs) paid on a $1,000 investment in the Fund using the Fund’s actual return during the period. To estimate the expenses you paid over the period, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the “Expenses Paid per $1,000” line under the share class you hold.

 

Hypothetical 5% Fund Return. This helps you to compare your Fund’s ongoing expenses (but not transaction costs) with those of other mutual funds using the Fund’s actual expense ratio and a hypothetical rate of return of 5% per year before expenses. Examples using a 5% hypothetical Fund return may be found in the shareholder reports of other mutual funds. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period.

Please note that the expenses shown in these tables are meant to highlight your ongoing expenses only and do not reflect any transaction costs. The “Expenses Paid per $1,000” line of the tables is useful in comparing ongoing expenses only and will not help you determine the relative total expense of owning different funds. If these transaction costs had been included, your costs would have been higher.

 

Expenses and Value of a $1,000 Investment for the six months ended June 30, 2018  
Actual Fund Return     Class A       Class B  
Beginning Account Value 1/1/18   $ 1,000.00     $ 1,000.00  
Ending Account Value 6/30/18   $ 1,003.60     $ 1,002.00  
Expenses Paid per $1,000*   $ 4.02     $ 5.76  
Hypothetical 5% Fund Return     Class A       Class B  
Beginning Account Value 1/1/18   $ 1,000.00     $ 1,000.00  
Ending Account Value 6/30/18   $ 1,020.78     $ 1,019.04  
Expenses Paid per $1,000*   $ 4.06     $ 5.81  

 

* Expenses are equal to the Fund’s annualized expense ratio for each share class, multiplied by the average account value over the period, multiplied by 181 (the number of days in the most recent six-month period), then divided by 365.

 

Annualized Expense Ratios   Class A     Class B  
Deutsche DWS Variable Series II — DWS Small Mid Cap Value VIP     .81     1.16

For more information, please refer to the Fund’s prospectus.

These tables do not reflect charges and fees (“contract charges”) associated with the separate account that invests in the Fund or any variable life insurance policy or variable annuity contract for which the Fund is an investment option.

For an analysis of the fees associated with an investment in the Fund or similar funds, please refer to the current and hypothetical expense calculators for Variable Insurance Products which can be found at dws.com/calculators.

 

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Proxy Voting

The Trust’s policies and procedures for voting proxies for portfolio securities and information about how the Trust voted proxies related to its portfolio securities during the most recent 12-month period ended June 30 are available on our Web site — dws.com/en-us/resources/proxy-voting — or on the SEC’s Web site — sec.gov. To obtain a written copy of the Trust’s policies and procedures without charge, upon request, call us toll free at (800) 728-3337.

 

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Advisory Agreement Board Considerations and Fee Evaluation

The Board of Trustees (hereinafter referred to as the “Board” or “Trustees”) approved the renewal of Deutsche Small Mid Cap Value VIP’s (now known as DWS Small Mid Cap Value VIP) (the “Fund”) investment management agreement (the “Agreement”) with Deutsche Investment Management Americas Inc. (now known as DWS Investment Management Americas, Inc.) (“DIMA”) in September 2017.

In terms of the process that the Board followed prior to approving the Agreement, shareholders should know that:

 

During the entire process, all of the Fund’s Trustees were independent of DIMA and its affiliates (the “Independent Trustees”).

 

The Board met frequently during the past year to discuss fund matters and dedicated a substantial amount of time to contract review matters. Over the course of several months, the Board’s Contract Committee reviewed extensive materials received from DIMA, independent third parties and independent counsel. These materials included an analysis of the Fund’s performance, fees and expenses, and profitability from a fee consultant retained by the Fund’s Independent Trustees (the “Fee Consultant”). Based on its evaluation of the information provided, the Contract Committee presented its findings and recommendations to the Board. The Board then reviewed the Contract Committee’s findings and recommendations.

 

The Board also received extensive information throughout the year regarding performance of the Fund.

 

The Independent Trustees regularly met privately with counsel to discuss contract review and other matters. In addition, the Independent Trustees were advised by the Fee Consultant in the course of their review of the Fund’s contractual arrangements and considered a comprehensive report prepared by the Fee Consultant in connection with their deliberations.

 

In connection with reviewing the Agreement, the Board also reviewed the terms of the Fund’s Rule 12b-1 plan, distribution agreement, administrative services agreement, transfer agency agreement and other material service agreements.

In connection with the contract review process, the Contract Committee and the Board considered the factors discussed below, among others. The Board also considered that DIMA and its predecessors have managed the Fund since its inception, and the Board believes that a long-term relationship with a capable, conscientious advisor is in the best interests of the Fund. The Board considered, generally, that shareholders chose to invest or remain invested in the Fund knowing that DIMA managed the Fund, and that the Agreement was approved by the Fund’s shareholders. DIMA is part of Deutsche Bank AG’s (“Deutsche Bank”) Asset Management (“Deutsche AM”) division. Deutsche AM is a global asset management business that offers a wide range of investing expertise and resources, including research capabilities in many countries throughout the world.

As part of the contract review process, the Board carefully considered the fees and expenses of each Deutsche fund overseen by the Board in light of the fund’s performance. In many cases, this led to the negotiation and implementation of expense caps. As part of these negotiations, the Board indicated that it would consider relaxing these caps in future years following sustained improvements in performance, among other considerations.

While shareholders may focus primarily on fund performance and fees, the Fund’s Board considers these and many other factors, including the quality and integrity of DIMA’s personnel and administrative support services provided by DIMA, such as back-office operations, fund valuations, and compliance policies and procedures.

Nature, Quality and Extent of Services. The Board considered the terms of the Agreement, including the scope of advisory services provided under the Agreement. The Board noted that, under the Agreement, DIMA provides portfolio management services to the Fund and that, pursuant to a separate administrative services agreement, DIMA provides administrative services to the Fund. The Board considered the experience and skills of senior management and investment personnel and the resources made available to such personnel. The Board reviewed the Fund’s performance over short-term and long-term periods and compared those returns to various agreed-upon performance measures, including market index(es) and a peer universe compiled using information supplied by Morningstar Direct (“Morningstar”), an independent fund data service. The Board also noted that it has put into place a process of identifying “Funds in Review” (e.g., funds performing poorly relative to a peer universe), and receives additional reporting from DIMA regarding such funds and, where appropriate, DIMA’s plans to address underperformance. The Board

 

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believes this process is an effective manner of identifying and addressing underperforming funds. Based on the information provided, the Board noted that, for the one-, three- and five-year periods ended December 31, 2016, the Fund’s performance (Class A shares) was in the 3rd quartile, 4th quartile and 4th quartile, respectively, of the applicable Morningstar universe (the 1st quartile being the best performers and the 4th quartile being the worst performers). The Board also observed that the Fund has underperformed its benchmark in the one-, three- and five-year periods ended December 31, 2016. The Board noted the disappointing investment performance of the Fund in some past periods and continued to discuss with senior management of DIMA the factors contributing to such underperformance and actions being taken to improve performance. The Board recognized the efforts by DIMA in recent years to enhance its investment platform and improve long-term performance across the Deutsche fund complex.

Fees and Expenses. The Board considered the Fund’s investment management fee schedule, operating expenses and total expense ratios, and comparative information provided by Broadridge Financial Solutions, Inc. (“Broadridge”) and the Fee Consultant regarding investment management fee rates paid to other investment advisors by similar funds (1st quartile being the most favorable and 4th quartile being the least favorable). With respect to management fees paid to other investment advisors by similar funds, the Board noted that the contractual fee rates paid by the Fund, which include a 0.10% fee paid to DIMA under the Fund’s administrative services agreement, were equal to the median of the applicable Broadridge peer group (based on Broadridge data provided as of December 31, 2016). The Board noted that the Fund’s Class A shares total (net) operating expenses were expected to be lower than the median (2nd quartile) of the applicable Broadridge expense universe (based on Broadridge data provided as of December 31, 2016, and analyzing Broadridge expense universe Class A (net) expenses less any applicable 12b-1 fees) (“Broadridge Universe Expenses”). The Board also reviewed data comparing each share class’s total (net) operating expenses to the applicable Broadridge Universe Expenses. The Board noted that the expense limitations agreed to by DIMA were expected to help the Fund’s total (net) operating expenses remain competitive. The Board considered the Fund’s management fee rate as compared to fees charged by DIMA to a comparable Deutsche U.S. registered fund (“Deutsche Funds”) and considered differences between the Fund and the comparable Deutsche Fund. The information requested by the Board as part of its review of fees and expenses also included information about institutional accounts (including any sub-advised funds and accounts) and funds offered primarily to European investors (“Deutsche Europe funds”) managed by Deutsche AM. The Board noted that DIMA indicated that Deutsche AM does not manage any institutional accounts or Deutsche Europe funds comparable to the Fund.

On the basis of the information provided, the Board concluded that management fees were reasonable and appropriate in light of the nature, quality and extent of services provided by DIMA.

Profitability. The Board reviewed detailed information regarding revenues received by DIMA under the Agreement. The Board considered the estimated costs to DIMA, and pre-tax profits realized by DIMA, from advising the Deutsche Funds, as well as estimates of the pre-tax profits attributable to managing the Fund in particular. The Board also received information regarding the estimated enterprise-wide profitability of DIMA and its affiliates with respect to all fund services in totality and by fund. The Board and the Fee Consultant reviewed DIMA’s methodology in allocating its costs to the management of the Fund. Based on the information provided, the Board concluded that the pre-tax profits realized by DIMA in connection with the management of the Fund were not unreasonable. The Board also reviewed certain publicly available information regarding the profitability of certain similar investment management firms. The Board noted that, while information regarding the profitability of such firms is limited (and in some cases is not necessarily prepared on a comparable basis), DIMA and its affiliates’ overall profitability with respect to the Deutsche Funds (after taking into account distribution and other services provided to the funds by DIMA and its affiliates) was lower than the overall profitability levels of most comparable firms for which such data was available.

Economies of Scale. The Board considered whether there are economies of scale with respect to the management of the Fund and whether the Fund benefits from any economies of scale. The Board noted that the Fund’s investment management fee schedule includes fee breakpoints. The Board concluded that the Fund’s fee schedule represents an appropriate sharing between the Fund and DIMA of such economies of scale as may exist in the management of the Fund at current asset levels.

Other Benefits to DIMA and Its Affiliates. The Board also considered the character and amount of other incidental benefits received by DIMA and its affiliates, including any fees received by DIMA for administrative services provided to the Fund, any fees received by an affiliate of DIMA for transfer agency services provided to the Fund and any fees received by an affiliate of DIMA for distribution services. The Board also considered

 

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benefits to DIMA related to brokerage and soft-dollar allocations, including allocating brokerage to pay for research generated by parties other than the executing broker dealers, which pertain primarily to funds investing in equity securities. In addition, the Board considered the incidental public relations benefits to DIMA related to Deutsche Funds advertising and cross-selling opportunities among DIMA products and services. The Board considered these benefits in reaching its conclusion that the Fund’s management fees were reasonable.

Compliance. The Board considered the significant attention and resources dedicated by DIMA to documenting and enhancing its compliance processes in recent years. The Board noted in particular (i) the experience, seniority and time commitment of the individuals serving as DIMA’s and the Fund’s chief compliance officers; (ii) the large number of DIMA compliance personnel; and (iii) the substantial commitment of resources by DIMA and its affiliates to compliance matters.

Based on all of the information considered and the conclusions reached, the Board unanimously determined that the continuation of the Agreement is in the best interests of the Fund. In making this determination, the Board did not give particular weight to any single factor identified above. The Board considered these factors over the course of numerous meetings, certain of which were in executive session with only the Independent Trustees and counsel present. It is possible that individual Independent Trustees may have weighed these factors differently in reaching their individual decisions to approve the continuation of the Agreement.

 

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LOGO  

VS2SMCV-3 (R-028381-7 8/18)

 

   
ITEM 2. CODE OF ETHICS
   
  Not applicable.
   
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT
   
  Not applicable
   
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES
   
  Not applicable
   
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS
   
  Not applicable
   
ITEM 6. SCHEDULE OF INVESTMENTS
   
  Not applicable
   
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES
   
  Not applicable
   
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES
   
  Not applicable
   
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS
   
  Not applicable
   
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
   
  There were no material changes to the procedures by which shareholders may recommend nominees to the Fund’s Board.  The primary function of the Nominating and Governance Committee is to identify and recommend individuals for membership on the Board and oversee the administration of the Board Governance Guidelines. Shareholders may recommend candidates for Board positions by forwarding their correspondence by U.S. mail or courier service to Keith R. Fox, DWS Funds Board Chair, c/o Thomas R. Hiller, Ropes & Gray LLP, Prudential Tower, 800 Boylston Street, Boston, MA 02199-3600.
   
ITEM 11. CONTROLS AND PROCEDURES
   
  (a) The Chief Executive and Financial Officers concluded that the Registrant’s Disclosure Controls and Procedures are effective based on the evaluation of the Disclosure Controls and Procedures as of a date within 90 days of the filing date of this report.
   
  (b) There have been no changes in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal controls over financial reporting.
   
ITEM 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
   
  Not applicable
   
ITEM 13. EXHIBITS
   
  (a)(1) Not applicable
   
  (a)(2) Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.
   
  (b) Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Registrant: Deutsche DWS Variable Series II
   
   
By:

/s/Hepsen Uzcan

Hepsen Uzcan

President

   
Date: 8/15/2018

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

 

By:

/s/Hepsen Uzcan

Hepsen Uzcan

President

   
Date: 8/15/2018
   
   
   
By:

/s/Diane Kenneally

Diane Kenneally

Chief Financial Officer and Treasurer

   
Date: 8/15/2018