N-CSR 1 ar123118vs2.htm DEUTSCHE DWS VARIABLE SERIES II

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

 

FORM N-CSR

 

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

One International Place

Boston, MA 02110

(Name and Address of Agent for Service)

 

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

 

ITEM 1. REPORT TO STOCKHOLDERS

Table of Contents

December 31, 2018

Annual Report

Deutsche DWS Variable Series II

(formerly Deutsche Variable Series II)

 

 

DWS Alternative Asset Allocation VIP

(formerly Deutsche Alternative Asset Allocation VIP)

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, you may not be receiving paper copies of the Fund’s shareholder reports from the insurance company that offers your contract unless you specifically request paper copies from your insurance company or from your financial intermediary. Instead, the shareholder reports will be made available on a Web site, and your insurance company will notify you by mail each time a report is posted and provide you with a Web site link to access the report. Instructions for requesting paper copies will be provided by your insurance company.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from your insurance company electronically by following the instructions provided by your insurance company.

You may elect to receive all future reports in paper free of charge from your insurance company. If your insurance company informs you that future reports will be delivered via Web access, you can inform your insurance company that you wish to continue receiving paper copies of your shareholder reports by following the instructions provided by your insurance company.

LOGO


Table of Contents

Contents

 

  3      Performance Summary
  5      Management Summary
  7      Portfolio Summary
  8      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
  17      Report of Independent Registered Public Accounting Firm
  18      Information About Your Fund’s Expenses
  19      Tax Information
  19      Proxy Voting
  20      Advisory Agreement Board Considerations and Fee Evaluation
  23      Board Members and Officers

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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Performance Summary   December 31, 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 12/31/18

 

 

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
       1-Year   3-Year   5-Year   Life of Fund*
Class A   Growth of $10,000   $9,086   $10,277   $9,967   $15,229
    Average annual total return   –9.14%   0.91%   –0.07%   4.33%
MSCI World Index   Growth of $10,000   $9,129   $12,013   $12,496   $27,577
    Average annual total return   –8.71%   6.30%   4.56%   10.78%
Bloomberg Barclays U.S. Aggregate Bond Index   Growth of $10,000   $10,001   $10,630   $11,326   $14,200
  Average annual total return   0.01%   2.06%   2.52%   3.60%
Blended Index   Growth of $10,000   $9,404   $11,627   $12,215   $23,171
    Average annual total return   –5.96%   5.15%   4.08%   8.84%

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 December 31, 2018, which is based on the performance period of the life of the Fund.

 

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DWS Alternative Asset
Allocation VIP
       1-Year   3-Year   5-Year   Life of Class**
Class B   Growth of $10,000   $9,065   $10,185   $9,827   $13,647
    Average annual total return   –9.35%   0.61%   –0.35%   3.28%
MSCI World Index   Growth of $10,000   $9,129   $12,013   $12,496   $24,846
    Average annual total return   –8.71%   6.30%   4.56%   9.92%
Bloomberg Barclays U.S. Aggregate Bond Index   Growth of $10,000   $10,001   $10,630   $11,326   $13,873
  Average annual total return   0.01%   2.06%   2.52%   3.46%
Blended Index   Growth of $10,000   $9,404   $11,627   $12,215   $20,542
    Average annual total return   –5.96%   5.15%   4.08%   7.80%

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 December 31, 2018, which is based on the performance period of the life of Class B.

 

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Management Summary   December 31, 2018 (Unaudited)

The Fund returned –9.14% (Class A shares, unadjusted for contract charges) during the 12-month period ended December 31, 2018, trailing the –5.96% return of its blended benchmark. The past year proved very challenging for the Fund, since virtually all asset categories experienced negative returns. Broader indexes linked to equities, commodities, and bonds all lost ground due to the combination of rising interest rates and emerging concerns about the trajectory of global growth. Perhaps more notably, financial assets demonstrated unusually high correlations in the fourth quarter once investor sentiment soured and the markets sold off. As a result, our diversified and long-term approach failed to add value in 2018.

The Fund’s positions in investments with sensitivity to the global equity markets — including infrastructure stocks, preferred stocks, and convertible bonds — all experienced double-digit losses and were generally the largest detractors. We invested in these areas as a way to gain exposure to risk-sensitive assets with higher income and a lower degree of expected volatility than the broad equity indexes. This aspect of our approach worked well through the first nine months of the period, when stocks were rising. However, these categories did not provide meaningful downside protection in the fourth-quarter downturn, when indiscriminate selling pressured returns across the equity market. We maintained the positions based on their long-term income potential and, in the case of infrastructure stocks, the expanding need for infrastructure to serve the world’s growing population.

The Fund’s allocation to real estate investment trusts (REITs), while also affected by broader-market weakness, nonetheless outperformed our other equity-sensitive investments. The asset class was helped by its strong underlying fundamentals and, later in the period, reduced worries about rising interest rates and investors’ preference for the more defensive areas of the market.

A position in commodities was an additional drag on Fund returns. The asset class experienced poor performance in the fourth calendar quarter, when the prospect of slowing economic growth sparked fears of slowing end demand in 2019.

Our allocation to fixed income did not provide the expected ballast to the portfolio, since the majority of the position was held in emerging-markets bonds. The category slumped due to questions about the growth outlook for the emerging world, as well as economic turmoil in Argentina and Turkey in the late summer. However, our allocation to floating-rate securities finished with only a narrow loss. At a time in which the U.S. Federal Reserve was tightening its monetary policy, bonds with floating-rate features benefited from elevated investor demand.

The Fund’s performance was also affected by its positions in exchange-traded funds (ETFs) with an inverse relationship to the CBOE Volatility Index (VIX). We held these funds in the early part of the year in anticipation that the low-volatility environment for stocks would continue. They declined sharply once volatility spiked in February, however, and we elected to close the position. On the positive side, we held ETFs linked to the performance of the U.S. dollar. The dollar rallied in 2018 due to the United States’ stronger relative growth and tighter central bank policy versus other major developed nations.

The Fund finished December with allocations that were broadly in line with what it held throughout the year. While the markets were very volatile in the fourth quarter due to concerns about the growth outlook, we retained our core positioning on the belief that the world economy was on track for a continued expansion. With that said, we closed the year with a higher-than-normal allocation to cash, reflecting our desire to maintain the flexibility to capitalize on the potential for further volatility in the first half of 2019.

Pankaj Bhatnagar, PhD, Managing Director

Darwei Kung, Managing Director

Dokyoung Lee, CFA, Director

Portfolio Managers

The views expressed reflect those of the portfolio management team only through the end of the period of the report as stated on the cover. The management team’s views are subject to change at any time based on market and other conditions and should not be construed as a recommendation. Past performance is no guarantee of future results. Current and future portfolio holdings are subject to risk.

 

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Table of Contents

Terms to Know

The Blended Index is calculated using the performance of two unmanaged indices, representative of stocks (the Morgan Stanley Capital International (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 fees or expenses and it is not possible to invest directly into an index.

Convertible bonds are bonds that are issued by corporations and that can be converted to shares of the issuing company’s stock at the bondholder’s discretion.

Preferred stocks are hybrid securities that offer some of the features of both stocks and bonds.

An exchange-traded fund (ETF) is a security that tracks an index, a commodity or a basket of assets like an index fund, but trades like a stock on an exchange.

The CBOE Volatility Index (VIX Index) is a measure of market expectations of near-term volatility conveyed by S&P 500 stock index option prices.

 

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Portfolio Summary   (Unaudited)

 

Asset Allocation* (As a % of Investment Portfolio)    12/31/18      12/31/17  

Real Asset

     40%        45%  

DWS Enhanced Commodity Strategy Fund

     15%        13%  

DWS RREEF Real Estate Securities Fund

     8%        4%  

DWS RREEF Global Real Estate Securities Fund

     6%        8%  

iShares Global Infrastructure ETF

     6%        9%  

DWS RREEF Global Infrastructure Fund

     5%        11%  

Alternative Fixed Income

     21%        23%  

DWS Floating Rate Fund

     12%        7%  

DWS Emerging Markets Fixed Income Fund

     7%        9%  

iShares JP Morgan USD Emerging Markets Bond ETF

     2%        4%  

VanEck Vectors JPMorgan EM Local Currency Bond ETF

            3%  

Alternative Equity

     19%        19%  

SPDR Bloomberg Barclays Convertible Securities ETF

     14%        14%  

iShares U.S. Preferred Stock ETF

     5%        5%  

Absolute Return

     4%        6%  

DWS Global Macro Fund

     3%        0%  

Invesco DB U.S. Dollar Index Bullish Fund

     1%        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%  

Cash Equivalents

     16%        7%  

DWS ESG Liquidity Fund

     8%         

DWS Central Cash Management Government Fund

     8%        7%  
       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 8.

Following the Fund’s fiscal first and third quarter-end, a complete portfolio holdings listing is filed with the SEC on Form N-Q or Form N-PORT (available for filings after March 31, 2019). The Fund’s Form N-Q or Form N-PORT will be available on the SEC’s Web site at sec.gov. 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.

 

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Table of Contents
Investment Portfolio   December 31, 2018

 

    Shares     Value ($)  
Mutual Funds 56.2%    

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

    1,978,800       17,037,469  

DWS Enhanced Commodity Strategy Fund “Institutional” (a)

    3,640,095       34,471,696  

DWS Floating Rate Fund “Institutional” (a)

    3,762,828       29,538,196  

DWS Global Infrastructure Fund “Institutional” (a)

    980,486       12,746,320  

DWS Global Macro Fund “Institutional” (a)

    694,835       6,302,154  

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

    1,629,076       13,651,660  

DWS Real Estate Securities Fund “Institutional” (a)

    945,289       17,837,606  

Total Mutual Funds (Cost $144,220,009)

 

    131,585,101  
Exchange-Traded Funds 28.2%

 

Invesco DB U.S. Dollar Index Bullish Fund

    97,613       2,484,251  

iShares Global Infrastructure ETF

    369,135       14,536,536  

iShares JP Morgan USD Emerging Markets Bond ETF

    51,200       5,320,192  
    Shares     Value ($)  

iShares U.S. Preferred Stock ETF

    317,840       10,879,663  

SPDR Bloomberg Barclays Convertible Securities ETF

    701,340       32,815,699  

Total Exchange-Traded Funds (Cost $71,044,980)

 

    66,036,341  
Cash Equivalents 15.4%

 

DWS Central Cash Management Government Fund, 2.41% (a) (b)

    17,736,862       17,736,862  

DWS ESG Liquidity Fund “Institutional” (a)

    18,323,518       18,321,686  

Total Cash Equivalents
(Cost $36,060,378)

 

    36,058,548  
    % of Net
Assets
    Value ($)  

Total Investment Portfolio (Cost $251,325,367)

    99.8       233,679,990  
Other Assets and Liabilities, Net     0.2       410,460  
Net Assets     100.0       234,090,450  
 

The Fund mainly invests in Underlying DWS Funds and Non-affiliated ETFs. The Underlying DWS Funds in which the Fund invests are considered to be affiliated investments.

 

A summary of the Fund’s transactions with affiliated investments during the year ended December 31, 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 ($)
    Number
of Shares
at
12/31/2018
    Value ($)
at
12/31/2018
 

Mutual Funds 56.2%

 

     

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

 

16,551,326     2,244,341                   (1,758,198     675,341             1,978,800       17,037,469  

DWS Enhanced Commodity Strategy Fund “Institutional” (a)

 

25,128,692     17,512,515                   (8,169,511     3,751,715             3,640,095       34,471,696  

DWS Floating Rate Fund “Institutional” (a)

 

13,334,203     17,640,183                   (1,436,190     1,007,083             3,762,828       29,538,196  

DWS Global Infrastructure Fund “Institutional” (a)

 

20,825,265     1,044,820       6,879,000       (79,375     (2,165,390     331,420             980,486       12,746,320  

DWS Global Macro Fund “Institutional” (a)

 

    6,943,003                   (640,849     402,303       119,430       694,835       6,302,154  

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

 

14,968,792     3,131,573       3,088,000       (206,519     (1,154,186     722,872       48,627       1,629,076       13,651,660  

DWS Real Estate Securities Fund “Institutional” (a)

 

7,376,866     17,392,842       5,701,100       (544,027     (686,975     688,741       323,079       945,289       17,837,606  

Cash Equivalents 15.4%

 

         

DWS Central Cash Management Government Fund 2.41% (a) (b)

 

12,941,460     101,616,053       96,820,651                   219,363             17,736,862       17,736,862  

DWS ESG Liquidity Fund “Institutional” (a)

 

 
    18,323,516                   (1,830     62,093             18,323,518       18,321,686  
111,126,604     185,848,846       112,488,751       (829,921     (16,013,129     7,860,931       491,136       49,691,789       167,643,649  

 

(a)

Affiliated fund managed by DWS Investment Management Americas Inc.

(b)

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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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 December 31, 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   $ 131,585,101     $                 —     $                 —      $ 131,585,101  
Exchange-Traded Funds     66,036,341                    66,036,341  
Short-Term Investments     36,058,548                    36,058,548  
Total   $     233,679,990     $     $      $     233,679,990  

 

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

 

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Statement of Assets and Liabilities

 

as of December 31, 2018        
Assets        
Investments in affiliated Underlying Funds, at value (cost $180,280,387)   $ 167,643,649  
Investments in non-affiliated securities, at value (cost $71,044,980)     66,036,341  
Cash     10,000  
Receivable for Fund shares sold     593,427  
Dividends receivable     34,977  
Interest receivable     26,391  
Other assets     4,768  
Total assets     234,349,553  
Liabilities        
Payable for Fund shares redeemed     76,422  
Accrued Trustees’ fees     5,249  
Other accrued expenses and payables     177,432  
Total liabilities     259,103  
Net assets, at value   $ 234,090,450  
Net Assets Consist of        
Distributable earnings (loss)     (21,221,438
Paid-in capital     255,311,888  
Net assets, at value   $ 234,090,450  

Class A

 
Net Asset Value, offering and redemption price per share ($26,396,275 ÷ 2,180,831 outstanding shares of beneficial interest, no par value, unlimited number of shares authorized)   $ 12.10  

Class B

 
Net Asset Value, offering and redemption price per share ($207,694,175 ÷ 17,175,164 outstanding shares of beneficial interest, no par value, unlimited number of shares authorized)   $ 12.09  

     Statement of Operations

 

for the year ended December 31, 2018        
Investment Income        
Income:  
Income distributions from affiliated Underlying Funds   $ 7,860,931  
Dividends     2,931,443  
Total income     10,792,374  
Expenses:        
Management fee     1,140,088  
Administration fee     205,334  
Recordkeeping fees (Class B)     165,837  
Services to shareholders     3,433  
Distribution and service fees (Class B)     445,558  
Custodian fee     7,299  
Professional fees     73,743  
Reports to shareholders     54,116  
Registration fees     20  
Trustees’ fees and expenses     14,184  
Other     6,574  
Total expenses before expense reductions     2,116,186  
Expense reductions     (1,270,804
Total expenses after expense reductions     845,382  
Net investment income     9,946,992  
Realized and Unrealized Gain (Loss)        
Net realized gain (loss) from:  
Sale of affiliated Underlying Funds     (829,921
Sale of non-affiliated Underlying Funds     (6,691,257
Capital gain distributions from affiliated Underlying Funds     491,136  
      (7,030,042
Change in net unrealized appreciation (depreciation) on:  
Affiliated Underlying Funds     (16,013,129
Non-affiliated Underlying Funds     (7,305,480
      (23,318,609
Net gain (loss)     (30,348,651
Net increase (decrease) in net assets resulting from operations   $ (20,401,659
 

 

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

 

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Statements of Changes in Net Assets

 

    Years Ended December 31,  
Increase (Decrease) in Net Assets   2018     2017  
Operations:    
Net investment income (loss)   $ 9,946,992     $ 3,728,776  
Net realized gain (loss)     (7,030,042     (2,891,098
Change in net unrealized appreciation (depreciation)     (23,318,609     10,090,153  
Net increase (decrease) in net assets resulting from operations     (20,401,659     10,927,831  
Distributions to shareholders:    

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     4,125,802       4,259,606  
Reinvestment of distributions     576,122       586,944  
Payments for shares redeemed     (2,134,243     (3,329,766
Net increase (decrease) in net assets from Class A share transactions     2,567,681       1,516,784  

Class B

   
Proceeds from shares sold     83,793,280       53,356,061  
Reinvestment of distributions     3,035,192       2,539,240  
Payments for shares redeemed     (15,136,874     (12,561,333
Net increase (decrease) in net assets from Class B share transactions     71,691,598       43,333,968  
Increase (decrease) in net assets     50,246,306       52,652,399  
Net assets at beginning of period     183,844,144       131,191,745  
Net assets at end of period   $ 234,090,450       183,844,144 ** 
Other Information                

Class A

   
Shares outstanding at beginning of period     1,982,448       1,866,984  
Shares sold     319,659       321,873  
Shares issued to shareholders in reinvestment of distributions     45,508       45,046  
Shares redeemed     (166,784     (251,455
Net increase (decrease) in Class A shares     198,383       115,464  
Shares outstanding at end of period     2,180,831       1,982,448  

Class B

   
Shares outstanding at beginning of period     11,540,895       8,257,413  
Shares sold     6,569,707       4,038,118  
Shares issued to shareholders in reinvestment of distributions     239,557       194,727  
Shares redeemed     (1,174,995     (949,363
Net increase (decrease) in Class B shares     5,634,269       3,283,482  
Shares outstanding at end of period     17,175,164       11,540,895  

 

*

Includes distributions from net investment income.

 

**

Includes undistributed net investment income of $3,670,578.

 

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

 

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Financial Highlights

 

   

Years Ended December 31,

 
Class A  

2018

    2017     2016     2015     2014  
Selected Per Share Data                                        
Net asset value, beginning of period   $ 13.61     $ 12.97     $ 12.60     $ 13.88     $ 13.75  
Income (loss) from investment operations:          

Net investment incomea

    .61       .33       .35       .29       .36  

Net realized and unrealized gain (loss)

    (1.84     .62       .31       (1.13     .13  

Total from investment operations

    (1.23     .95       .66       (.84     .49  
Less distributions from:          

Net investment income

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

Net realized gains

                      (.03     (.09

Total distributions

    (.28     (.31     (.29     (.44     (.36
Net asset value, end of period   $ 12.10     $ 13.61     $ 12.97     $ 12.60     $ 13.88  
Total Return (%)b,c     (9.14     7.41       5.30       (6.29     3.50  
Ratios to Average Net Assets and Supplemental Data                                        
Net assets, end of period ($ millions)     26       27       24       21       20  
Ratio of expenses before expense reductions (%)d,e     .73       .64       .56       .53       .56  
Ratio of expenses after expense reductions (%)d,e     .16       .19       .27       .33       .32  
Ratio of net investment income (%)     4.78       2.50       2.70       2.19       2.54  
Portfolio turnover rate (%)     32       55       51       21       28  

 

   

Years Ended December 31,

 
Class B  

2018

    2017     2016     2015     2014  
Selected Per Share Data                                        
Net asset value, beginning of period   $ 13.59     $ 12.96     $ 12.59     $ 13.87     $ 13.74  
Income (loss) from investment operations:          

Net investment incomea

    .62       .31       .31       .25       .31  

Net realized and unrealized gain (loss)

    (1.88     .59       .31       (1.12     .14  

Total from investment operations

    (1.26     .90       .62       (.87     .45  
Less distributions from:          

Net investment income

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

Net realized gains

                      (.03     (.09

Total distributions

    (.24     (.27     (.25     (.41     (.32
Net asset value, end of period   $ 12.09     $ 13.59     $ 12.96     $ 12.59     $ 13.87  
Total Return (%)b,c     (9.35     7.01       4.99       (6.54     3.24  
Ratios to Average Net Assets and Supplemental Data                                        
Net assets, end of period ($ millions)     208       157       107       88       94  
Ratio of expenses before expense reductions (%)d,e     1.08       .93       .85       .83       .86  
Ratio of expenses after expense reductions (%)d,e     .45       .48       .57       .62       .57  
Ratio of net investment income (%)     4.85       2.31       2.45       1.84       2.22  
Portfolio turnover rate (%)     32       55       51       21       28  

 

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.

 

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

 

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Notes to Financial Statements  

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.

In October 2018, the Securities and Exchange Commission adopted amendments to certain disclosure requirements in Securities Act Release No. 33-10532, Disclosure Update and Simplification, which is intended to facilitate the disclosure of information to investors and simplify compliance without significantly altering the total mix of information provided to investors. Effective with the current reporting period, the Fund adopted the amendments with the impacts being that the Fund is no longer required to present components of distributable earnings on the Statement of Assets and Liabilities or the sources of distributable earnings and the amount of undistributed net investment income on the Statements of Changes in Net Assets.

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.

 

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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, 2018, the Fund had approximately $10,101,000 of tax basis capital loss carryforwards, which may be applied against realized net taxable capital gains indefinitely, including short-term losses ($6,827,000) and long-term losses ($3,274,000).

The Fund has reviewed the tax positions for the open tax years as of December 31, 2018 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.

At December 31, 2018, the Fund’s components of distributable earnings on a tax basis were as follows:

 

Undistributed ordinary income*   $ 10,093,696  
Capital loss carryforward   $ (10,101,000
Unrealized appreciation (depreciation) on investments   $ (21,213,771

At December 31, 2018, the aggregate cost of investments for federal income tax purposes was $254,893,761. The net unrealized depreciation for all investments based on tax cost was $21,213,771. This consisted of aggregate gross unrealized appreciation for all investments in which there was an excess of value over tax cost of $2,148,131 and aggregate gross unrealized depreciation for all investments in which there was an excess of tax cost over value of $23,361,902.

In addition, the tax character of distributions paid by the Fund is summarized as follows:

 

    Years Ended December 31,  
     2018     2017  
Distributions from ordinary income*   $ 3,611,314     $ 3,126,184  

 

*

For tax purposes, short-term capital gain distributions are considered ordinary income distributions.

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 year ended December 31, 2018, purchases and sales of affiliated Underlying Funds (excluding short-term investments) aggregated $65,909,277 and $15,668,100, respectively. Purchases and sales of Non-affiliated ETFs aggregated $47,449,126 and $46,047,042, respectively.

 

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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.

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 December 31, 2018, the Fund held approximately 25% of DWS Global Macro Fund, 23% of DWS Emerging Markets Fixed Income Fund and 11% 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 year ended December 31, 2018, the fee pursuant to the Investment Management Agreement was equivalent to an annual rate (exclusive of any applicable waivers/reimbursements) of 0.56% 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 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, 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, 2019 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 year ended December 31, 2018, the Advisor has voluntarily agreed to waive 0.15% of its management fee.

For the year ended December 31, 2018, fees waived and/or expenses reimbursed for each class are as follows:

 

Class A   $ 154,900  
Class B     1,115,904  
    $ 1,270,804  

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

 

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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 year ended December 31, 2018, the Administration Fee was $205,334, of which $19,869 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 year ended December 31, 2018, the amounts charged to the Fund by DSC were as follows:

 

Services to Shareholders   Total
Aggregated
    Unpaid at
December 31, 2018
 
Class A   $ 128     $ 23  
Class B     250       42  
    $ 378     $ 65  

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 year ended December 31, 2018, the Distribution Service Fee aggregated $445,558, of which $43,990 is unpaid.

Typesetting and Filing Service Fees. Under an agreement with the Fund, DIMA is compensated for providing certain pre-press and regulatory filing services to the Fund. For the year ended December 31, 2018, the amount charged to the Fund by DIMA included in the Statement of Operations under “Reports to shareholders” aggregated $14,716, of which $10,799 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 to each committee Chairperson.

Affiliated Cash Management Vehicles. The Fund may invest uninvested cash balances in DWS Central Cash Management Government Fund and DWS ESG Liquidity 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 ESG Liquidity 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 December 31, 2018, two participating insurance company was the owner of record of 10% or more of the total outstanding Class A shares of the Fund, each owning 87% and 11%. Two participating insurance companies were the owner of record of 10% or more of the total outstanding Class B shares of the Fund, each owning 66% and 23%, respectively.

 

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Report of Independent Registered Public Accounting Firm

To the Board of Trustees of Deutsche DWS Variable Series II and Shareholders of DWS Alternative Asset Allocation VIP:

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of DWS Alternative Asset Allocation VIP (formerly Deutsche Alternative Asset Allocation VIP) (the “Fund”) (one of the funds constituting Deutsche DWS Variable Series II (formerly Deutsche Variable Series II)) (the “Trust”), including the investment portfolio, as of December 31, 2018, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting Deutsche DWS Variable Series II) at December 31, 2018, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust’s internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2018, by correspondence with the custodian and brokers. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

LOGO

We have served as the auditor of one or more investment companies in the DWS family of funds since at least 1979, but we are unable to determine the specific year.

Boston, Massachusetts

February 14, 2019

 

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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 (July 1, 2018 to December 31, 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 December 31, 2018  
Actual Fund Return   Class A     Class B  
Beginning Account Value 7/1/18   $ 1,000.00     $ 1,000.00  
Ending Account Value 12/31/18   $ 945.30     $ 943.80  
Expenses Paid per $1,000*   $ .83     $ 2.25  
Hypothetical 5% Fund Return     Class A       Class B  
Beginning Account Value 7/1/18   $ 1,000.00     $ 1,000.00  
Ending Account Value 12/31/18   $ 1,024.35     $ 1,022.89  
Expenses Paid per $1,000*   $ .87     $ 2.35  

 

*

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 184 (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     .17     .46

 

**

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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Tax Information   (Unaudited)

Please consult a tax advisor if you have questions about federal or state income tax laws, or on how to prepare your tax returns. If you have specific questions about your account, please contact your insurance provider.

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 DWS Alternative Asset Allocation VIP’s (the “Fund”) investment management agreement (the “Agreement”) with 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 2018.

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 DWS Group GmbH & Co. KGaA (“DWS Group”). DWS Group 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. In 2018, approximately 20% of DWS Group’s shares were sold in an initial public offering, with Deutsche Bank AG owning the remaining shares.

As part of the contract review process, the Board carefully considered the fees and expenses of each DWS 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, 2017, the Fund’s performance (Class A shares) was in the 1st quartile, 1st 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, 2017.

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, 2017). 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 DWS U.S. registered funds (“DWS Funds”) and considered differences between the Fund and the comparable DWS 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 (“DWS Europe Funds”) managed by DWS Group. The Board noted that DIMA indicated that DWS Group does not manage any institutional accounts or DWS 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 DWS Funds along with the estimated costs to DIMA, and pre-tax profits realized by DIMA, from advising the DWS 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 DWS 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 or “fall-out” 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 DWS 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 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 and (ii) the substantial commitment of resources by DIMA and its affiliates to compliance matters, including the retention of compliance personnel.

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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Board Members and Officers

The following table presents certain information regarding the Board Members and Officers of the Fund. Each Board Member’s year of birth is set forth in parentheses after his or her name. Unless otherwise noted, (i) each Board Member has engaged in the principal occupation(s) noted in the table for at least the most recent five years, although not necessarily in the same capacity; and (ii) the address of each Independent Board Member is c/o Keith R. Fox, DWS Funds Board Chair, c/o Thomas R. Hiller, Ropes & Gray LLP, Prudential Tower, 800 Boylston Street, Boston, MA 02199-3600. Except as otherwise noted below, the term of office for each Board Member is until the election and qualification of a successor, or until such Board Member sooner dies, resigns, is removed or as otherwise provided in the governing documents of the Fund. Because the Fund does not hold an annual meeting of shareholders, each Board Member will hold office for an indeterminate period. The Board Members may also serve in similar capacities with other funds in the fund complex.

 

Independent Board Members            
Name, Year of Birth,
Position with the Fund and
Length of Time Served1
  Business Experience and Directorships During the Past Five Years   Number of
Funds in
DWS Fund
Complex
Overseen
    Other
Directorships
Held by Board
Member

Keith R. Fox, CFA (1954)

 

Chairperson since 2017, and Board Member since 1996

  Managing General Partner, Exeter Capital Partners (a series of private investment funds) (since 1986). Directorships: Progressive International Corporation (kitchen goods importer and distributor); The Kennel Shop (retailer); former Chairman, National Association of Small Business Investment Companies; former Directorships: BoxTop Media Inc. (advertising); Sun Capital Advisers Trust (mutual funds) (2011–2012)     82    

John W. Ballantine (1946)

 

Board Member since 1999

  Retired; formerly, Executive Vice President and Chief Risk Management Officer, First Chicago NBD Corporation/The First National Bank of Chicago (1996–1998); Executive Vice President and Head of International Banking (1995–1996); former Directorships: Director and former Chairman of the Board, Healthways, Inc.2 (population well-being and wellness services) (2003–2014); Stockwell Capital Investments PLC (private equity); Enron Corporation; FNB Corporation; Tokheim Corporation; First Oak Brook Bancshares, Inc. and Oak Brook Bank; Prisma Energy International; Public Radio International. Not-for-Profit Director, Trustee: Palm Beach Civic Association; Window to the World Communications (public media); Harris Theater for Music and Dance (Chicago); Life Director of Hubbard Street Dance Chicago     82     Portland
General
Electric2
(utility
company)
(2003–
present)

Henry P. Becton, Jr. (1943)

 

Board Member since 1990

  Vice Chair and former President, WGBH Educational Foundation. Directorships: Public Radio International; Public Radio Exchange (PRX); The Pew Charitable Trusts (charitable organization); Massachusetts Humane Society; Overseer of the New England Conservatory; former Directorships: Becton Dickinson and Company2 (medical technology company); Belo Corporation2 (media company); The PBS Foundation; Association of Public Television Stations; Boston Museum of Science; American Public Television; Concord Academy; New England Aquarium; Mass. Corporation for Educational Telecommunications; Committee for Economic Development; Public Broadcasting Service; Connecticut College; North Bennett Street School (Boston); American Documentary, Inc. (public media)     82    

Dawn-Marie Driscoll (1946)

 

Board Member since 1987

  Emeritus Executive Fellow, Center for Business Ethics, Bentley University; formerly: President, Driscoll Associates (consulting firm); Partner, Palmer & Dodge (law firm) (1988–1990); Vice President of Corporate Affairs and General Counsel, Filene’s (retail) (1978–1988). Directorships: Advisory Board, Center for Business Ethics, Bentley University; Trustee and former Chairman of the Board, Southwest Florida Community Foundation (charitable organization); former Directorships: ICI Mutual Insurance Company (2007–2015); Sun Capital Advisers Trust (mutual funds) (2007–2012), Investment Company Institute (audit, executive, nominating committees) and Independent Directors Council (governance, executive committees)     82    

Paul K. Freeman* (1950)

 

Board Member since 1993

  Consultant, World Bank/Inter-American Development Bank; Independent Directors Council (former chair); Investment Company Institute (executive committee); Adjunct Professor, University of Denver Law School (2017–present); formerly: Chairman of Education Committee of Independent Directors Council; Project Leader, International Institute for Applied Systems Analysis (1998–2001); Chief Executive Officer, The Eric Group, Inc. (environmental insurance) (1986–1998); Directorships: Knoebel Institute for Healthy Aging, University of Denver (2017–present); former Directorships: Prisma Energy International; Denver Zoo Foundation (2012–2018)     82    

 

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Name, Year of Birth,
Position with the Fund and
Length of Time Served1
  Business Experience and Directorships During the Past Five Years   Number of
Funds in
DWS Fund
Complex
Overseen
    Other
Directorships
Held by Board
Member

Richard J. Herring (1946)

 

Board Member since 1990

 

Jacob Safra Professor of International Banking and Professor of Finance, The Wharton School, University of Pennsylvania (since July 1972); Director, The Wharton Financial Institutions Center (since 1994); formerly: Vice Dean and Director, Wharton Undergraduate Division (1995–2000) and Director, The Lauder Institute of International Management Studies (2000–2006); Member FDIC Systemic Risk Advisory Committee since 2011, member Systemic Risk Council since 2012 and member of the Advisory Board at the Yale Program on Financial Stability since 2013; Formerly Co-Chair of the Shadow Financial Regulatory Committee (2003–2015), Executive Director of The Financial Economists Roundtable (2008–2015), Director of The Thai Capital Fund (2007–2013), Director of The Aberdeen Singapore Fund (2007–2018), and Nonexecutive Director of Barclays Bank DE (2010–2018)

    82     Director,
Aberdeen
Japan Fund
(since 2007)

William McClayton (1944)

 

Board Member since 2004

  Private equity investor (since October 2009); previously, Managing Director, Diamond Management & Technology Consultants, Inc. (global consulting firm) (2001–2009); Directorship: Board of Managers, YMCA of Metropolitan Chicago; formerly: Senior Partner, Arthur Andersen LLP (accounting) (1966–2001); Trustee, Ravinia Festival     82    

Rebecca W. Rimel (1951)

 

Board Member since 1995

  President, Chief Executive Officer and Director, The Pew Charitable Trusts (charitable organization) (1994–present); formerly: Executive Vice President, The Glenmede Trust Company (investment trust and wealth management) (1983–2004); Board Member, Investor Education (charitable organization) (2004–2005); Trustee, Executive Committee, Philadelphia Chamber of Commerce (2001–2007); Director, Viasys Health Care2 (January 2007–June 2007); Trustee, Thomas Jefferson Foundation (charitable organization) (1994–2012)     82     Director,
Becton
Dickinson
and
Company2
(medical
technology
company)
(2012–
present);
Director,
BioTelemetry
Inc.2 (health
care) (2009–
present)

William N. Searcy, Jr. (1946)

 

Board Member since 1993

  Private investor since October 2003; formerly: Pension & Savings Trust Officer, Sprint Corporation2 (telecommunications) (November 1989–September 2003); Trustee, Sun Capital Advisers Trust (mutual funds) (1998–2012)     82    

Jean Gleason Stromberg (1943)

 

Board Member since 1997

  Retired. Formerly, Consultant (1997–2001); Director, Financial Markets U.S. Government Accountability Office (1996–1997); Partner, Norton Rose Fulbright, L.L.P. (law firm) (1978–1996); former Directorships: The William and Flora Hewlett Foundation (charitable organization) (2000–2015); Service Source, Inc. (nonprofit), Mutual Fund Directors Forum (2002–2004), American Bar Retirement Association (funding vehicle for retirement plans) (1987–1990 and 1994–1996)     82    

 

Officers4     

Name, Year of Birth,

Position with the Fund and

Length of Time Served5

  Business Experience and Directorships During the Past Five Years

Hepsen Uzcan6 (1974)

 

President and Chief Executive Officer, 2017–present

 

Assistant Secretary, 2013–present

  Managing Director,3 DWS; Secretary, DWS USA Corporation (since March 2018); Assistant Secretary, DWS Distributors, Inc. (since June 25, 2018); Director and Vice President, DWS Service Company (since June 25, 2018); Assistant Secretary, DWS Investment Management Americas, Inc. (since June 25, 2018); and Director and President, DB Investment Managers, Inc. (since June 25, 2018); formerly: Vice President for the Deutsche funds (2016–2017)

John Millette8 (1962)

 

Vice President and Secretary, 1999–present

  Director,3 DWS; Chief Legal Officer, DWS Investment Management Americas, Inc. (2015–present); and Director and Vice President, DWS Trust Company (2016–present); formerly: Secretary, Deutsche Investment Management Americas Inc. (2015–2017)

Diane Kenneally8,9 (1966)

 

Treasurer and Chief Financial Officer since 2018

  Director,3 DWS; formerly: Assistant Treasurer for the DWS funds (2007–2018)

Caroline Pearson8 (1962)

Chief Legal Officer, 2010–present

  Managing Director,3 DWS; formerly: Secretary, Deutsche AM Distributors, Inc. (2002–2017); and Secretary, Deutsche AM Service Company (2010–2017)

 

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Name, Year of Birth,

Position with the Fund and

Length of Time Served5

  Business Experience and Directorships During the Past Five Years

Scott D. Hogan8 (1970)

 

Chief Compliance Officer, 2016–present

  Director,3 DWS

Wayne Salit7 (1967)

 

Anti-Money Laundering Compliance Officer, 2014–present

  Director,3 Deutsche Bank; and AML Officer, DWS Trust Company; formerly: Managing Director, AML Compliance Officer at BNY Mellon (2011–2014); and Director, AML Compliance Officer at Deutsche Bank (2004–2011)

Sheila Cadogan8 (1966)

 

Assistant Treasurer, 2017–present

  Director,3 DWS; Director and Vice President, DWS Trust Company (since 2018)

Paul Antosca8 (1957)

 

Assistant Treasurer, 2007–present

  Director,3 DWS

 

1 

The length of time served represents the year in which the Board Member joined the board of one or more DWS funds currently overseen by the Board.

 

2 

A publicly held company with securities registered pursuant to Section 12 of the Securities Exchange Act of 1934.

 

3 

Executive title, not a board directorship.

 

4 

As a result of their respective positions held with the Advisor or its affiliates, these individuals are considered “interested persons” of the Advisor within the meaning of the 1940 Act. Interested persons receive no compensation from the Fund.

 

5 

The length of time served represents the year in which the officer was first elected in such capacity for one or more DWS funds.

 

6 

Address: 345 Park Avenue, New York, NY 10154.

 

7 

Address: 60 Wall Street, New York, NY 10005.

 

8 

Address: One International Place, Boston, MA 02110.

 

9 

Appointed Treasurer and Chief Financial Officer effective July 2, 2018.

 

*

Paul K. Freeman retired from the Board effective December 31, 2018.

The Fund’s Statement of Additional Information (“SAI”) includes additional information about the Board Members. The SAI is available, without charge, upon request. If you would like to request a copy of the SAI, you may do so by calling the following toll-free number: (800) 728-3337.

 

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Notes


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Notes


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LOGO  

VS2AAA-2 (R-025824-8 2/19)

 


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December 31, 2018

Annual Report

Deutsche DWS Variable Series II

(formerly Deutsche Variable Series II)

 

 

DWS CROCI® U.S. VIP

(formerly Deutsche CROCI® U.S. VIP)

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, you may not be receiving paper copies of the Fund’s shareholder reports from the insurance company that offers your contract unless you specifically request paper copies from your insurance company or from your financial intermediary. Instead, the shareholder reports will be made available on a Web site, and your insurance company will notify you by mail each time a report is posted and provide you with a Web site link to access the report. Instructions for requesting paper copies will be provided by your insurance company.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from your insurance company electronically by following the instructions provided by your insurance company.

You may elect to receive all future reports in paper free of charge from your insurance company. If your insurance company informs you that future reports will be delivered via Web access, you can inform your insurance company that you wish to continue receiving paper copies of your shareholder reports by following the instructions provided by your insurance company.

LOGO


Table of Contents

Contents

 

  3      Performance Summary
  4      Management Summary
  6      Portfolio Summary
  7      Investment Portfolio
  9      Statement of Assets and Liabilities
  9      Statement of Operations
  10      Statements of Changes in Net Assets
  11      Financial Highlights
  12      Notes to Financial Statements
  17      Report of Independent Registered Public Accounting Firm
  18      Information About Your Fund’s Expenses
  19      Tax Information
  19      Proxy Voting
  20      Advisory Agreement Board Considerations and Fee Evaluation
  23      Board Members and Officers

 

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   December 31, 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 (S&P 500) Index 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         1-Year    3-Year    5-Year    10-Year
Class A   Growth of $10,000    $8,950    $10,516    $10,843    $21,623
    Average annual total return    –10.50%    1.69%    1.63%    8.02%
S&P 500® Index   Growth of $10,000    $9,562    $13,042    $15,033    $34,303
  Average annual total return    –4.38%    9.26%    8.49%    13.12%
DWS CROCI® U.S. VIP         1-Year    3-Year    5-Year    10-Year
Class B   Growth of $10,000    $8,929    $10,429    $10,684    $20,988
    Average annual total return    –10.71%    1.41%    1.33%    7.70%
S&P 500® Index   Growth of $10,000    $9,562    $13,042    $15,033    $34,303
  Average annual total return    –4.38%    9.26%    8.49%    13.12%

The growth of $10,000 is cumulative.

 

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Management Summary   December 31, 2018 (Unaudited)

The Fund returned –10.50% (Class A shares, unadjusted for contract charges) in 2018 and underperformed the –4.38% return for its benchmark, the S&P 500 Index. All of the downturn in the broader U.S. equity market occurred in the fourth calendar quarter. Prior to this time, stocks were buoyed by the combination of robust economic conditions and rising corporate earnings in the United States. Late in the year, however, investors’ appetite for risk evaporated amid questions about the outlook for global growth, interest rates, and U.S. trade policy. The index declined 13.52% in the fourth quarter, leading to a negative return for the full year.

The majority of the Fund’s underperformance occurred prior to the end of September. During this time, investors maintained a strong preference for faster-growing companies — particularly mega-cap technology stocks — while showing less interest in those with lower valuations and higher dividends. This trend resulted in a wide gap in the returns of the growth and value categories. In this environment, our value approach put the Fund out of step with broader market trends and was the primary factor causing underperformance. Our emphasis on lower-volatility stocks also detracted at a time in which higher-beta, momentum-driven equities generally outperformed. Once the market backdrop grew less favorable in the fourth quarter, the outperformance of growth stocks and the momentum style started to wane and value-oriented, lower-beta stocks began to experience better relative performance. While this shift worked to the Fund’s advantage, it did not help it to overcome the earlier shortfall.

The Fund’s performance was aided by our stock selection in the industrials sector, but the benefit was offset by weaker results in consumer discretionary, information technology, and financials. In the consumer discretionary sector, American Axle & Manufacturing Holdings, Inc.* — which declined due to broader weakness among auto-related companies — was a key detractor. The construction-supply company Mohawk Industries, Inc.,* which came under pressure from worries that rising interest rates would stem demand among homebuyers, was another key detractor. The Fund’s underperformance in technology largely stemmed from positions in Micron Technology, Inc. and Cognizant Technology Solutions Corp. Micron slid due to the prospect of a slowdown in the semiconductor industry as a whole, while Cognizant lagged due to disappointing revenues and concerns regarding its growth outlook. Financials proved to be a challenging area for the Fund, as well. Our holdings posted a negative return in the aggregate, with the largest effects coming from Synchrony Financial, Citigroup Inc. and Capital One Financial Corp.

On the positive side, our favorable showing in industrials was the result of a zero weighting in General Electric Co. — a large sector component whose shares plunged during the period — as well as investments in several stocks that outperformed and that we sold prior to the market downturn. Among these were Southwest Airlines Co.,* Raytheon Co.,* and Lockheed Martin Corp.* Outside of industrials, the pharmaceutical giant Merck & Co., Inc. was the largest contributor. The stock finished the year with a gain and strongly outpaced its sector peers due to its success with its cancer drug Keytruda, as well as its increased dividend and potential for expanding operating margins.

We are disappointed in the Fund’s results, but we are also remaining true to our value discipline. Value stocks underperformed growth by a wide margin in the time since April 2015, when the Fund began to use the CROCI® strategy, through September of this year. Although growth remained persistently in favor, it’s important to remember that the two styles tend to alternate leadership over time — as evidenced by the relative strength in value during the final three months of the year. We believe our CROCI® investment process, through its disciplined approach and emphasis on higher-quality stocks with attractive valuations, is well positioned to benefit if the relative performance of the value style continues to improve.

Di Kumble, CFA, Managing Director

John Moody, Vice President

Portfolio Managers

The views expressed reflect those of the portfolio management team only through the end of the period of the report as stated on the cover. The management team’s views are subject to change at any time based on market and other conditions and should not be construed as a recommendation. Past performance is no guarantee of future results. Current and future portfolio holdings are subject to risk.

 

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Terms to Know

The Standard & Poor’s 500 (S&P 500) Index 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 fees or expenses and it is not possible to invest directly into an index.

Contribution and detraction incorporate both a stock’s total return and its weighting in the index.

Overweight means the Fund holds a higher weighting in a given sector or security than the benchmark. Underweight means the Fund holds a lower weighting.

 

*

Not held in the portfolio as of December 31, 2018.

 

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Portfolio Summary   (Unaudited)

 

Asset Allocation (As a % of Investment Portfolio)    12/31/18      12/31/17  
Common Stocks      97%        99%  
Cash Equivalent      3%        1%  
       100%        100%  

Sector Diversification

(As a % of Investment Portfolio excluding Cash Equivalents)

   12/31/18      12/31/17  
Financials      27%        18%  

Information Technology

     21%        8%  
Health Care      16%        15%  
Industrials      11%        15%  

Materials

     10%        5%  
Consumer Discretionary      8%        7%  
Consumer Staples      5%        10%  

Utilities

     2%        14%  
Communication Services             8%  
       100%        100%  

Portfolio holdings and characteristics are subject to change.

For more complete details about the Fund’s investment portfolio, see page 7.

Following the Fund’s fiscal first and third quarter-end, a complete portfolio holdings listing is filed with the SEC on Form N-Q or Form N-PORT (available for filings after March 31, 2019). The Fund’s Form N-Q or Form N-PORT will be available on the SEC’s Web site at sec.gov. 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.

 

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Investment Portfolio   December 31, 2018

 

    Shares     Value ($)  
Common Stocks 97.2%    
Consumer Discretionary 7.7%

 

Auto Components 2.4%

   

BorgWarner, Inc.

    87,697       3,046,593  

Household Durables 5.3%

   

D.R. Horton, Inc.

    98,439       3,411,896  

Garmin Ltd.

    53,669       3,398,321  
   

 

 

 
      6,810,217  
Consumer Staples 4.9%    

Beverages 2.5%

   

Coca-Cola Co.

    68,688       3,252,377  

Food Products 2.4%

   

Tyson Foods, Inc. “A”

    57,317       3,060,728  
Financials 26.1%    

Banks 11.5%

   

Bank of America Corp.

    126,310       3,112,278  

Citigroup, Inc.

    54,923       2,859,291  

JPMorgan Chase & Co.

    31,671       3,091,723  

SunTrust Banks, Inc.

    55,500       2,799,420  

U.S. Bancorp.

    63,081       2,882,802  
   

 

 

 
      14,745,514  

Capital Markets 5.0%

   

Bank of New York Mellon Corp.

    69,861       3,288,357  

State Street Corp.

    49,191       3,102,477  
   

 

 

 
      6,390,834  

Consumer Finance 9.6%

   

American Express Co.

    32,352       3,083,793  

Capital One Financial Corp.

    39,837       3,011,279  

Discover Financial Services

    50,147       2,957,670  

Synchrony Financial

    135,155       3,170,736  
   

 

 

 
      12,223,478  
Health Care 15.4%    

Biotechnology 7.7%

   

Amgen, Inc.

    17,623       3,430,669  

Celgene Corp.*

    50,616       3,243,980  

Gilead Sciences, Inc.

    50,546       3,161,652  
   

 

 

 
      9,836,301  

Pharmaceuticals 7.7%

   

Bristol-Myers Squibb Co.

    64,540       3,354,789  

Johnson & Johnson

    23,252       3,000,671  

Merck & Co., Inc.

    45,135       3,448,765  
   

 

 

 
      9,804,225  

Industrials 10.7%

   

Aerospace & Defense 0.8%

   

United Technologies Corp.

    9,963       1,060,860  

Electrical Equipment 2.5%

   

Eaton Corp. PLC

    46,995       3,226,677  

Machinery 5.1%

   

Cummins, Inc.

    23,861       3,188,784  

PACCAR, Inc.

    57,375       3,278,408  
   

 

 

 
      6,467,192  
    Shares     Value ($)  

Professional Services 2.3%

   

ManpowerGroup, Inc.

    44,074       2,855,995  
Information Technology 20.3%

 

Electronic Equipment, Instruments & Components 2.7%

 

TE Connectivity Ltd.

    46,391       3,508,551  

IT Services 7.5%

   

Amdocs Ltd.

    52,721       3,088,396  

Cognizant Technology Solutions Corp. “A”

    50,302       3,193,171  

International Business Machines Corp.

    29,059       3,303,137  
   

 

 

 
      9,584,704  

Semiconductors & Semiconductor Equipment 10.1%

 

Applied Materials, Inc.

    98,326       3,219,193  

Lam Research Corp.

    24,046       3,274,344  

Micron Technology, Inc.*

    95,747       3,038,052  

Skyworks Solutions, Inc.

    49,518       3,318,697  
   

 

 

 
      12,850,286  
Materials 9.4%    

Chemicals 4.9%

   

Eastman Chemical Co.

    43,024       3,145,485  

LyondellBasell Industries NV “A”

    37,377       3,108,271  
   

 

 

 
      6,253,756  

Containers & Packaging 2.2%

   

WestRock Co.

    74,746       2,822,409  

Metals & Mining 2.3%

   

Nucor Corp.

    56,636       2,934,311  
Utilities 2.7%    

Electric Utilities

   

Exelon Corp.

    75,304       3,396,210  

Total Common Stocks (Cost $142,204,335)

 

    124,131,218  
Cash Equivalent 2.8%    

DWS Central Cash Management Government Fund, 2.41% (a)
(Cost $3,576,006)

    3,576,006       3,576,006  
    % of Net
Assets
    Value ($)  

Total Investment Portfolio (Cost $145,780,341)

    100.0       127,707,224  
Other Assets and Liabilities, Net     0.0       48,696  
Net Assets     100.0       127,755,920  
 

 

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 year ended December 31, 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 ($)
    Number
of Shares
at
12/31/2018
    Value ($)
at
12/31/2018
 

Securities Lending Collateral 0.0%

 

DWS Government & Agency Securities Portfolio “DWS Government Cash Institutional Shares”, 2.29% (a) (b)

 

4,968,641           4,968,641 (c)                  1,980                    

Cash Equivalent 2.8%

 

             

DWS Central Cash Management Government Fund, 2.41% (a)

 

1,372,351     22,264,157       20,060,502                   30,452             3,576,006       3,576,006  
6,340,992     22,264,157       25,029,143                   32,432             3,576,006       3,576,006  

 

*

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.

 

(c)

Represents the net increase (purchase cost) or decrease (sales proceeds) in the amount invested for the year ended December 31, 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 December 31, 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)   $ 124,131,218     $                 —     $                 —      $ 124,131,218  
Short-Term Investment     3,576,006                    3,576,006  
Total   $ 127,707,224     $     $      $ 127,707,224  

 

(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 December 31, 2018    
Assets        
Investments in non-affiliated securities, at value (cost $142,204,335)   $ 124,131,218  
Investment in DWS Central Cash Management Government Fund (cost $3,576,006)     3,576,006  
Receivable for Fund shares sold     7,006  
Dividends receivable     248,544  
Interest receivable     6,239  
Other assets     3,206  
Total assets     127,972,219  
Liabilities        
Payable for Fund shares redeemed     57,322  
Accrued management fee     54,633  
Accrued Trustees’ fees     2,602  
Other accrued expenses and payables     101,742  
Total liabilities     216,299  
Net assets, at value   $ 127,755,920  
Net Assets Consist of        
Distributable earnings (loss)     (4,016,836
Paid-in capital     131,772,756  
Net assets, at value   $ 127,755,920  
Net Asset Value        

Class A

 
Net Asset Value, and redemption price per share ($124,742,009 ÷ 9,266,278 outstanding shares of beneficial interest, no par value, unlimited shares authorized)   $ 13.46  

Class B

 
Net Asset Value, offering and redemption price per share ($3,013,911 ÷ 223,302 outstanding shares of beneficial interest, no par value, unlimited shares authorized)   $ 13.50  

Statement of Operations

 

for the year ended December 31, 2018
Investment Income        
Income:  
Dividends   $ 3,847,720  
Income distributions — DWS Central Cash Management Government Fund     30,452  
Securities lending income, net of borrower rebates     1,980  
Total income     3,880,152  
Expenses:  
Management fee     967,002  
Administration fee     148,769  
Services to Shareholders     2,999  
Record keeping fee (Class B)     2,327  
Distribution service fee (Class B)     9,256  
Custodian fee     6,818  
Professional fees     75,764  
Reports to shareholders     26,154  
Trustees’ fees and expenses     8,423  
Other     11,417  
Total expenses before expense reductions     1,258,929  
Expense reductions     (176,612
Total expenses after expense reductions     1,082,317  
Net investment income     2,797,835  
Realized and Unrealized gain (loss)        
Net realized gain (loss) from investments     12,382,135  
Change in net unrealized appreciation (depreciation) on investments     (30,136,434
Net gain (loss)     (17,754,299
Net increase (decrease) in net assets resulting from operations   $ (14,956,464
 

 

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

 

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Statements of Changes in Net Assets

 

    Years Ended December 31,  
Increase (Decrease) in Net Assets   2018     2017  
Operations:    
Net investment income (loss)   $ 2,797,835     $ 3,581,174  
Net realized gain (loss)     12,382,135       32,463,285  
Change in net unrealized appreciation (depreciation)     (30,136,434     10,347,153  
Net increase (decrease) in net assets resulting from operations     (14,956,464     46,391,612  
Distributions to shareholders:    

Class A

    (14,077,923     (3,625,439

Class B

    (318,032     (42,548
Total distributions     (14,395,955     (3,667,987 )* 

Class A

   
Proceeds from shares sold     2,162,910       3,856,097  
Reinvestment of distributions     14,077,923       3,625,439  
Payments of shares redeemed     (15,569,405     (124,081,648
Net increase (decrease) in net assets from Class A share transactions     671,428       (116,600,112

Class B

   
Proceeds from shares sold     1,589,334       97,651  
Reinvestment of distributions     318,032       42,548  
Payments of shares redeemed     (1,755,739     (815,252
Net increase (decrease) in net assets from Class B share transactions     151,627       (675,053
Increase (decrease) in net assets     (28,529,364     (74,551,540
Net assets at beginning of year     156,285,284       230,836,824  
Net assets at end of year     127,755,920       156,285,284 ** 
Other Information                

Class A

   
Shares outstanding at beginning of period     9,181,648       16,529,732  
Shares sold     140,074       255,906  
Shares issued to shareholders in reinvestment of distributions     953,143       245,460  
Shares redeemed     (1,008,587     (7,849,450
Net increase (decrease) in Class A shares     84,630       (7,348,084
Shares outstanding at end of period     9,266,278       9,181,648  

Class B

   
Shares outstanding at beginning of period     210,410       254,820  
Shares sold     104,157       6,516  
Shares issued to shareholders in reinvestment of distributions     21,431       2,869  
Shares redeemed     (112,696     (53,795
Net increase (decrease) in Class B shares     12,892       (44,410
Shares outstanding at end of period     223,302       210,410  

 

*

Includes distributions from net investment income.

 

**

Includes undistributed net investment income of $3,682,681.

 

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

 

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Financial Highlights

 

   

Years Ended December 31,

 
Class A   2018     2017     2016     2015     2014  
Selected Per Share Data                                        
Net asset value, beginning of period   $ 16.64     $ 13.75     $ 15.29     $ 17.38     $ 15.97  
Income (loss) from investment operations:          

Net investment income (loss)a

    .29       .24       .23       .11       .24  

Net realized and unrealized gain (loss)

    (1.89     2.88       (.93     (1.20     1.45  

Total from investment operations

    (1.60     3.12       (.70     (1.09     1.69  
Less distributions from:          

Net investment income

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

Net realized gains on investment transactions

    (1.17           (.70     (.75      

Total distributions

    (1.58     (.23     (.84     (1.00     (.28
Net asset value, end of period   $ 13.46     $ 16.64     $ 13.75     $ 15.29     $ 17.38  
Total Return (%)b     (10.50     22.88 c       (4.39     (6.87     10.72  
Ratios to Average Net Assets and Supplemental Data                                        
Net assets, end of period ($ millions)     125       153       227       293       430  
Ratio of expenses before expense reductions (%)d     .84       .82       .81       .78       .78  
Ratio of expenses after expense reductions (%)d     .72       .72       .74       .73       .73  
Ratio of net investment income (loss) (%)     1.89       1.59       1.66       .65       1.43  
Portfolio turnover rate (%)     100       97       293       121       133  

 

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.

 

   

Years Ended December 31,

 
Class B   2018     2017     2016     2015     2014  
Selected Per Share Data                                        
Net asset value, beginning of period   $ 16.67     $ 13.78     $ 15.31     $ 17.40     $ 15.99  
Income (loss) from investment operations:          

Net investment income (loss)a

    .24       .20       .19       .06       .18  

Net realized and unrealized gain (loss)

    (1.88     2.87       (.92     (1.21     1.46  

Total from investment operations

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

Net investment income

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

Net realized gains on investment transactions

    (1.17           (.70     (.75      

Total distributions

    (1.53     (.18     (.80     (.94     (.23
Net asset value, end of period   $ 13.50     $ 16.67     $ 13.78     $ 15.31     $ 17.40  
Total Return (%)b     (10.71     22.45 c       (4.62     (7.16     10.36  
Ratios to Average Net Assets and Supplemental Data                                        
Net assets, end of period ($ millions)     3       4       4       4       5  
Ratio of expenses before expense reductions (%)d     1.16       1.15       1.13       1.10       1.09  
Ratio of expenses after expense reductions (%)d     1.04       1.03       1.05       1.04       1.04  
Ratio of net investment income (loss) (%)     1.55       1.31       1.37       .35       1.10  
Portfolio turnover rate (%)     100       97       293       121       133  

 

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.

 

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

 

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Notes to Financial Statements   

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.

In October 2018, the Securities and Exchange Commission adopted amendments to certain disclosure requirements in Securities Act Release No. 33-10532, Disclosure Update and Simplification, which is intended to facilitate the disclosure of information to investors and simplify compliance without significantly altering the total mix of information provided to investors. Effective with the current reporting period, the Fund adopted the amendments with the impacts being that the Fund is no longer required to present components of distributable earnings on the Statement of Assets and Liabilities or the sources of distributable earnings and the amount of undistributed net investment income on the Statements of Changes in Net Assets.

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

 

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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 year ended December 31, 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 (0.12% annualized effective rate as of December 31, 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 December 31, 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.

The Fund has reviewed the tax positions for the open tax years as of December 31, 2018 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

 

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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.

At December 31, 2018, the Fund’s components of distributable earnings on a tax basis were as follows:

 

Undistributed ordinary income*   $ 4,270,000  
Undistributed long-term capital gains   $ 10,190,756  
Unrealized appreciation (depreciation) on investments   $ (18,477,592

At December 31, 2018, the aggregate cost of investments for federal income tax purposes was $146,184,816. The net unrealized depreciation for all investments based on tax cost was $18,477,592. This consisted of aggregate gross unrealized appreciation for all investments in which there was an excess of value over tax cost of $3,129,309 aggregate gross unrealized depreciation for all investments in which was an excess of tax cost over value of $21,606,901.

In addition, the tax character of distributions paid by the Fund is summarized as follows:

 

    Years Ended December 31,  
     2018     2017  
Distributions from ordinary income*   $ 7,103,422     $ 3,667,987  
Distributions from long-term capital gains   $ 7,292,533     $  

 

*

For tax purposes, short-term capital gain distributions are considered ordinary income distributions.

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 year ended December 31, 2018, purchases and sales of investment transactions (excluding short-term investments) aggregated $147,474,011 and $154,980,034, 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

 

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Accordingly, for the year ended December 31, 2018, the fee pursuant to the Investment Management Agreement was equivalent to an annual 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 September 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     .73
Class B     1.06

Effective October 1, 2018 through September 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     .70
Class B     1.02

For the year ended December 31, 2018, fees waived and/or expenses reimbursed for each class are as follows:

 

Class A   $ 172,204  
Class B     4,408  
    $ 176,612  

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 year ended December 31, 2018, the Administration Fee was $148,769, of which $11,215 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 year ended December 31, 2018, the amounts charged to the Fund by DSC were as follows:

 

Services to Shareholders   Total
Aggregated
    Unpaid at
December 31, 2018
 
Class A   $ 384     $ 65  
Class B     223       37  
    $ 607     $ 102  

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 year ended December 31, 2018, the Distribution Service Fee aggregated $9,256, of which $660 is unpaid.

Typesetting and Filing Service Fees. Under an agreement with the Fund, DIMA is compensated for providing certain pre-press and regulatory filing services to the Fund. For the year ended December 31, 2018, the amount charged to the Fund by DIMA included in the Statement of Operations under “Reports to shareholders” aggregated $10,011, of which $6,895 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 to each committee Chairperson.

Affiliated Cash Management Vehicles. The Fund may invest uninvested cash balances in DWS Central Cash Management Government Fund and DWS ESG Liquidity 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 ESG Liquidity 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 ESG Liquidity 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 ESG Liquidity Fund.

Securities Lending Agent Fees. Deutsche Bank AG serves as securities lending agent for the Fund. For the year ended December 31, 2018, the Fund incurred securities lending agent fees to Deutsche Bank AG in the amount of $149.

D. Ownership of the Fund

At December 31, 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 29%. 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%.

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 December 31, 2018.

 

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Report of Independent Registered Public Accounting Firm

To the Board of Trustees of Deutsche DWS Variable Series II and Shareholders of DWS CROCI U.S. VIP:

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of DWS CROCI U.S. VIP (formerly Deutsche CROCI U.S. VIP) (the “Fund”) (one of the funds constituting Deutsche DWS Variable Series II (formerly Deutsche Variable Series II)) (the “Trust”), including the investment portfolio, as of December 31, 2018, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting Deutsche DWS Variable Series II) at December 31, 2018, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust’s internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2018, by correspondence with the custodian and brokers. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

LOGO

We have served as the auditor of one or more investment companies in the DWS family of funds since at least 1979, but we are unable to determine the specific year.

Boston, Massachusetts

February 14, 2019

 

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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 (July 1, 2018 to December 31, 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 December 31, 2018  
Actual Fund Return     Class A       Class B  
Beginning Account Value 7/1/18   $ 1,000.00     $ 1,000.00  
Ending Account Value 12/31/18   $ 908.20     $ 907.30  
Expenses Paid per $1,000*   $ 3.46     $ 5.00  
Hypothetical 5% Fund Return     Class A       Class B  
Beginning Account Value 7/1/18   $ 1,000.00     $ 1,000.00  
Ending Account Value 12/31/18   $ 1,021.58     $ 1,019.96  
Expenses Paid per $1,000*   $ 3.67     $ 5.30  

 

*

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 184 (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     .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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Tax Information   (Unaudited)

The Fund paid distributions of $0.80 per share from net long-term capital gains during its year ended

December 31, 2018.

Pursuant to Section 852 of the Internal Revenue Code, the Fund designates $11,290,000 as capital gain dividends for its year ended December 31, 2018.

For corporate shareholders, 69% of the ordinary dividends (i.e., income dividends plus short-term capital gains) paid during the Fund’s fiscal year ended December 31, 2018, qualified for the dividends received deduction.

Please consult a tax advisor if you have questions about federal or state income tax laws, or on how to prepare your tax returns. If you have specific questions about your account, please contact your insurance provider.

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 DWS CROCI® U.S. VIP’s (the “Fund”) investment management agreement (the “Agreement”) with DWS Investment Management Americas, Inc. (“DIMA”) in September 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 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. DIMA is part of DWS Group GmbH & Co. KGaA (“DWS Group”). DWS Group 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. In 2018, approximately 20% of DWS Group’s shares were sold in an initial public offering, with Deutsche Bank AG owning the remaining shares.

As part of the contract review process, the Board carefully considered the fees and expenses of each DWS 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, 2017, the Fund’s performance (Class A shares) was in the 1st 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 outperformed its benchmark in the one-year period and has underperformed its benchmark in the three- and five-year periods ended December 31, 2017. 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 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 in 2017. The Board recognized the efforts by DIMA in recent years to enhance its investment platform and improve long-term performance across the DWS 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, 2017). 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, 2017, 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 DWS U.S. registered funds (“DWS Funds”) and considered differences between the Fund and the comparable DWS 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 (“DWS Europe Funds”) managed by DWS Group. The Board noted that DIMA indicated that DWS Group does not manage any institutional accounts or DWS 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 DWS 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 DWS 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 or “fall-out” 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 DWS 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 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 and (ii) the substantial commitment of resources by DIMA and its affiliates to compliance matters, including the retention of compliance personnel.

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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Board Members and Officers

The following table presents certain information regarding the Board Members and Officers of the Fund. Each Board Member’s year of birth is set forth in parentheses after his or her name. Unless otherwise noted, (i) each Board Member has engaged in the principal occupation(s) noted in the table for at least the most recent five years, although not necessarily in the same capacity; and (ii) the address of each Independent Board Member is c/o Keith R. Fox, DWS Funds Board Chair, c/o Thomas R. Hiller, Ropes & Gray LLP, Prudential Tower, 800 Boylston Street, Boston, MA 02199-3600. Except as otherwise noted below, the term of office for each Board Member is until the election and qualification of a successor, or until such Board Member sooner dies, resigns, is removed or as otherwise provided in the governing documents of the Fund. Because the Fund does not hold an annual meeting of shareholders, each Board Member will hold office for an indeterminate period. The Board Members may also serve in similar capacities with other funds in the fund complex.

 

Independent Board Members            
Name, Year of Birth,
Position with the Fund and
Length of Time Served1
  Business Experience and Directorships During the Past Five Years   Number of
Funds in
DWS Fund
Complex
Overseen
    Other
Directorships
Held by Board
Member

Keith R. Fox, CFA (1954)

 

Chairperson since 2017, and Board Member since 1996

  Managing General Partner, Exeter Capital Partners (a series of private investment funds) (since 1986). Directorships: Progressive International Corporation (kitchen goods importer and distributor); The Kennel Shop (retailer); former Chairman, National Association of Small Business Investment Companies; former Directorships: BoxTop Media Inc. (advertising); Sun Capital Advisers Trust (mutual funds) (2011–2012)     82    

John W. Ballantine (1946)

 

Board Member since 1999

  Retired; formerly, Executive Vice President and Chief Risk Management Officer, First Chicago NBD Corporation/The First National Bank of Chicago (1996–1998); Executive Vice President and Head of International Banking (1995–1996); former Directorships: Director and former Chairman of the Board, Healthways, Inc.2 (population well-being and wellness services) (2003–2014); Stockwell Capital Investments PLC (private equity); Enron Corporation; FNB Corporation; Tokheim Corporation; First Oak Brook Bancshares, Inc. and Oak Brook Bank; Prisma Energy International. Not-for-Profit Director, Trustee: Palm Beach Civic Association; Public Radio International; Window to the World Communications (public media); Harris Theater for Music and Dance (Chicago)     82     Portland
General
Electric2
(utility
company)
(2003–
present)

Henry P. Becton, Jr. (1943)

 

Board Member since 1990

  Vice Chair and former President, WGBH Educational Foundation. Directorships: Public Radio International; Public Radio Exchange (PRX); The Pew Charitable Trusts (charitable organization); Massachusetts Humane Society; American Documentary, Inc. (public media); Overseer of the New England Conservatory; former Directorships: Becton Dickinson and Company2 (medical technology company); Belo Corporation2 (media company); The PBS Foundation; Association of Public Television Stations; Boston Museum of Science; American Public Television; Concord Academy; New England Aquarium; Mass. Corporation for Educational Telecommunications; Committee for Economic Development; Public Broadcasting Service; Connecticut College; North Bennett Street School (Boston)     82    

Dawn-Marie Driscoll (1946)

 

Board Member since 1987

  Emeritus Executive Fellow, Center for Business Ethics, Bentley University; formerly: President, Driscoll Associates (consulting firm); Partner, Palmer & Dodge (law firm) (1988–1990); Vice President of Corporate Affairs and General Counsel, Filene’s (retail) (1978–1988). Directorships: Advisory Board, Center for Business Ethics, Bentley University; Trustee and former Chairman of the Board, Southwest Florida Community Foundation (charitable organization); former Directorships: ICI Mutual Insurance Company (2007–2015); Sun Capital Advisers Trust (mutual funds) (2007–2012), Investment Company Institute (audit, executive, nominating committees) and Independent Directors Council (governance, executive committees)     82    

Paul K. Freeman* (1950)

 

Board Member since 1993

  Consultant, World Bank/Inter-American Development Bank; Independent Directors Council (former chair); Investment Company Institute (executive committee); Adjunct Professor, University of Denver Law School (2017–present); formerly: Chairman of Education Committee of Independent Directors Council; Project Leader, International Institute for Applied Systems Analysis (1998–2001); Chief Executive Officer, The Eric Group, Inc. (environmental insurance) (1986–1998); Directorships: Knoebel Institute for Healthy Aging, University of Denver (2017–present); former Directorships: Prisma Energy International; Denver Zoo Foundation (2012–2018)     82    

 

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Table of Contents
Name, Year of Birth,
Position with the Fund and
Length of Time Served1
  Business Experience and Directorships During the Past Five Years   Number of
Funds in
DWS Fund
Complex
Overseen
    Other
Directorships
Held by Board
Member

Richard J. Herring (1946)

 

Board Member since 1990

  Jacob Safra Professor of International Banking and Professor of Finance, The Wharton School, University of Pennsylvania (since July 1972); Director, The Wharton Financial Institutions Center (since 1994); formerly: Vice Dean and Director, Wharton Undergraduate Division (1995–2000) and Director, The Lauder Institute of International Management Studies (2000–2006); Member FDIC Systemic Risk Advisory Committee since 2011, member Systemic Risk Council since 2012 and member of the Advisory Board at the Yale Program on Financial Stability since 2013; Formerly Co-Chair of the Shadow Financial Regulatory Committee (2003–2015), Executive Director of The Financial Economists Roundtable (2008–2015), Director of The Thai Capital Fund (2007–2013), Director of The Aberdeen Singapore Fund (2007–2018), and Nonexecutive Director of Barclays Bank DE (2010–2018)     82     Director,
Aberdeen
Japan Fund
(since 2007)

William McClayton (1944)

 

Board Member since 2004

  Private equity investor (since October 2009); previously, Managing Director, Diamond Management & Technology Consultants, Inc. (global consulting firm) (2001–2009); Directorship: Board of Managers, YMCA of Metropolitan Chicago; formerly: Senior Partner, Arthur Andersen LLP (accounting) (1966–2001); Trustee, Ravinia Festival     82    

Rebecca W. Rimel (1951)

 

Board Member since 1995

  President, Chief Executive Officer and Director, The Pew Charitable Trusts (charitable organization) (1994–present); formerly: Executive Vice President, The Glenmede Trust Company (investment trust and wealth management) (1983–2004); Board Member, Investor Education (charitable organization) (2004–2005); Trustee, Executive Committee, Philadelphia Chamber of Commerce (2001–2007); Director, Viasys Health Care2 (January 2007–June 2007); Trustee, Thomas Jefferson Foundation (charitable organization) (1994–2012)     82     Director,
Becton
Dickinson
and
Company2
(medical
technology
company)
(2012–
present);
Director,
BioTelemetry
Inc.2 (health
care) (2009–
present)

William N. Searcy, Jr. (1946)

 

Board Member since 1993

  Private investor since October 2003; formerly: Pension & Savings Trust Officer, Sprint Corporation2 (telecommunications) (November 1989–September 2003); Trustee, Sun Capital Advisers Trust (mutual funds) (1998–2012)     82    

Jean Gleason Stromberg (1943)

 

Board Member since 1997

  Retired. Formerly, Consultant (1997–2001); Director, Financial Markets U.S. Government Accountability Office (1996–1997); Partner, Norton Rose Fulbright, L.L.P. (law firm) (1978–1996); former Directorships: The William and Flora Hewlett Foundation (charitable organization) (2000–2015); Service Source, Inc. (nonprofit), Mutual Fund Directors Forum (2002–2004), American Bar Retirement Association (funding vehicle for retirement plans) (1987–1990 and 1994–1996)     82    

 

Officers4     

Name, Year of Birth,

Position with the Fund and

Length of Time Served5

  Business Experience and Directorships During the Past Five Years

Hepsen Uzcan6 (1974)

 

President and Chief Executive Officer, 2017–present

 

Assistant Secretary, 2013–present

  Managing Director,3 DWS; Secretary, DWS USA Corporation (since March 2018); Assistant Secretary, DWS Distributors, Inc. (since June 25, 2018); Director and Vice President, DWS Service Company (since June 25, 2018); Assistant Secretary, DWS Investment Management Americas, Inc. (since June 25, 2018); and Director and President, DB Investment Managers, Inc. (since June 25, 2018); formerly: Vice President for the Deutsche funds (2016–2017)

John Millette8 (1962)

 

Vice President and Secretary, 1999–present

  Director,3 DWS; Chief Legal Officer, DWS Investment Management Americas, Inc. (2015–present); and Director and Vice President, DWS Trust Company (2016–present); formerly: Secretary, Deutsche Investment Management Americas Inc. (2015–2017)

Diane Kenneally8,9 (1966)

 

Treasurer and Chief Financial Officer since 2018

  Director,3 DWS; formerly: Assistant Treasurer for the DWS funds (2007–2018)

Caroline Pearson8 (1962)

Chief Legal Officer, 2010–present

  Managing Director,3 DWS; formerly: Secretary, Deutsche AM Distributors, Inc. (2002–2017); and Secretary, Deutsche AM Service Company (2010–2017)

 

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Name, Year of Birth,

Position with the Fund and

Length of Time Served5

  Business Experience and Directorships During the Past Five Years

Scott D. Hogan8 (1970)

 

Chief Compliance Officer, 2016–present

  Director,3 DWS

Wayne Salit7 (1967)

 

Anti-Money Laundering Compliance Officer, 2014–present

  Director,3 Deutsche Bank; and AML Officer, DWS Trust Company; formerly: Managing Director, AML Compliance Officer at BNY Mellon (2011–2014); and Director, AML Compliance Officer at Deutsche Bank (2004–2011)

Sheila Cadogan8 (1966)

 

Assistant Treasurer, 2017–present

  Director,3 DWS; Director and Vice President, DWS Trust Company (since 2018)

Paul Antosca8 (1957)

 

Assistant Treasurer, 2007–present

  Director,3 DWS

 

1 

The length of time served represents the year in which the Board Member joined the board of one or more DWS funds currently overseen by the Board.

 

2 

A publicly held company with securities registered pursuant to Section 12 of the Securities Exchange Act of 1934.

 

3 

Executive title, not a board directorship.

 

4 

As a result of their respective positions held with the Advisor or its affiliates, these individuals are considered “interested persons” of the Advisor within the meaning of the 1940 Act. Interested persons receive no compensation from the Fund.

 

5 

The length of time served represents the year in which the officer was first elected in such capacity for one or more DWS funds.

 

6 

Address: 345 Park Avenue, New York, NY 10154.

 

7 

Address: 60 Wall Street, New York, NY 10005.

 

8 

Address: One International Place, Boston, MA 02110.

 

9 

Appointed Treasurer and Chief Financial Officer effective July 2, 2018.

 

*

Paul K. Freeman retired from the Board effective December 31, 2018.

The Fund’s Statement of Additional Information (“SAI”) includes additional information about the Board Members. The SAI is available, without charge, upon request. If you would like to request a copy of the SAI, you may do so by calling the following toll-free number: (800) 728-3337.

 

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Table of Contents

Notes


Table of Contents

Notes


Table of Contents
LOGO  

VS2CUS-2 (R-025833-8 2/19)

 


Table of Contents

December 31, 2018

Annual Report

Deutsche DWS Variable Series II

(formerly Deutsche Variable Series II)

 

 

DWS Global Equity VIP

(formerly Deutsche Global Equity VIP)

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, you may not be receiving paper copies of the Fund’s shareholder reports from the insurance company that offers your contract unless you specifically request paper copies from your insurance company or from your financial intermediary. Instead, the shareholder reports will be made available on a Web site, and your insurance company will notify you by mail each time a report is posted and provide you with a Web site link to access the report. Instructions for requesting paper copies will be provided by your insurance company.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from your insurance company electronically by following the instructions provided by your insurance company.

You may elect to receive all future reports in paper free of charge from your insurance company. If your insurance company informs you that future reports will be delivered via Web access, you can inform your insurance company that you wish to continue receiving paper copies of your shareholder reports by following the instructions provided by your insurance company.

LOGO


Table of Contents

Contents

 

  3      Performance Summary
  4      Management Summary
  6      Portfolio Summary
  7      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
  17      Report of Independent Registered Public Accounting Firm
  18      Information About Your Fund’s Expenses
  19      Tax Information
  19      Proxy Voting
  20      Advisory Agreement Board Considerations and Fee Evaluation
  23      Board Members and Officers

 

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

 

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Table of Contents
Performance Summary   December 31, 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    1-Year    3-Year    5-Year    10-Year
Class A   Growth of $10,000    $8,888    $11,699    $11,625    $20,536
    Average annual total return    –11.12%    5.37%    3.06%    7.46%
MSCI All Country World Index   Growth of $10,000    $9,058    $12,113    $12,319    $24,689
  Average annual total return    –9.42%    6.60%    4.26%    9.46%

The growth of $10,000 is cumulative.

 

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Table of Contents
Management Summary   December 31, 2018 (Unaudited)

Global equities experienced meaningful headwinds in the latter part of 2018, leading to a return of –9.42% for the Fund’s benchmark, the MSCI All Country (AC) World Index. Class A shares of the Fund returned –11.12% (unadjusted for contract charges).

Although the index closed in negative territory, the investment backdrop was in fact quite favorable until the end of September. For the majority of 2018, stocks were well supported by the combination of positive global growth and rising corporate earnings. The positive environment changed in the fourth quarter, however, when stocks fell sharply in response to weaker economic data and uncertainty surrounding U.S. trade policy. The index slid 12.75% in the final three months of the year, erasing all of the earlier gain and causing it to finish in the red.

Asset allocation was a modest contributor to the Fund’s relative performance, while stock selection detracted. With regard to the former, the largest benefit came from overweight positions in the health care and information technology sectors. In terms of stock selection, our positive showing in financials and consumer staples was outweighed by weaker results in health care and communications services. Style factors also played a role in performance. We managed the Fund with a growth orientation, which helped versus the blended benchmark during the first nine months of the year but was a key detractor in the fourth quarter.

Among individual stocks, the leading contributors included Mastercard, Inc., Progressive Corp., Zoetis, Inc., and Canada Goose Holdings, Inc. Mastercard delivered strong, market-beating returns thanks to its stable growth trajectory and rising profit margins. The largest detractors were the health care stocks Fresenius Medical Care AG & Co. KGaA and Eurofins Scientific SE, as well as the semiconductor producer NVIDIA Corp. Fresenius posted weaker-than-expected profits due to underwhelming results in its U.S. operations and lower profit margins for its German business, causing it to lag its sector peers.

We believe volatility could remain a factor in market performance in the coming year amid ongoing questions about economic growth, corporate earnings, U.S. trade policy, and the direction of global interest rates. These issues led to a sizable decrease in valuations in the fourth quarter, however, indicating that they were largely factored into prices. Believing these circumstances provided the chance to buy high-quality growth companies at attractive valuations, we remained on the lookout for opportunities to use temporary price dislocations to our advantage.

The Fund closed the year with overweight positions in the information technology, health care, and consumer discretionary sectors, as well as in certain industrial and financial stocks. We were active in all of these areas during 2018, as large market movements provided the opportunity to adjust the Fund’s positioning. In health care, for instance, we sold positions in Roche Holding AG,* Biogen, Inc.,* and Bristol-Myers Squibb Co.,* among others, while adding to Lonza Group AG and Zoetis, Inc., and building a new position in Becton, Dickinson & Co.

From a regional perspective, we continued to favor the United States and the emerging markets. In both segments, attractive growth companies were trading at discounts relative to their European counterparts despite stronger top- and bottom-line results. We also identified innovative Japanese companies with conservative balance sheets, shareholder-focused management teams, and the ability to capitalize on opportunities outside of Japan. At the sector level, we found the most compelling ideas in companies that are embracing change to generate long-term shareholder value independent of the economic cycle. Overall, we think companies that can deliver both top- and bottom-line growth in excess of the broader market can attract steady investor demand at a time of sluggish global economic conditions.

The views expressed reflect those of the portfolio management team only through the end of the period of the report as stated on the cover. The management team’s views are subject to change at any time based on market and other conditions and should not be construed as a recommendation. Past performance is no guarantee of future results. Current and future portfolio holdings are subject to risk.

Sebastian P. Werner, PhD, Director

Mark Schumann, CFA, Director

Portfolio Managers

The views expressed reflect those of the portfolio management team only through the end of the period of the report as stated on the cover. The management team’s views are subject to change at any time based on market and other conditions and should not be construed as a recommendation. Past performance is no guarantee of future results. Current and future portfolio holdings are subject to risk.

 

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Table of Contents

Terms to Know

The MSCI All Country (AC) World Index is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed and emerging markets. The index consists of 46 country indices comprising 23 developed and 23 emerging market country indices. Index returns do not reflect fees or expenses and it is not possible to invest directly into an index.

Underweight means the Fund holds a lower weighting in a given sector or security than the benchmark. Overweight means it holds a higher weighting.

Contribution and detraction incorporate both a stock’s total return and its weighting in the Fund.

 

*

Held and sold prior to December 31, 2018.

 

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Table of Contents
Portfolio Summary   (Unaudited)

 

Asset Allocation (As a % of Investment Portfolio excluding Securities Lending Collateral)    12/31/18      12/31/17  
Common Stocks      99%        98%  
Cash Equivalent      1%        2%  
Preferred Stock             0%  
       100%        100%  
Sector Diversification (As a % of Investment Portfolio excluding Cash Equivalent and Securities
Lending Collateral)
   12/31/18      12/31/17  
Financials      20%        19%  
Information Technology      18%        26%  
Health Care      15%        19%  
Industrials      11%        11%  
Consumer Discretionary      11%        7%  
Communication Services      9%        2%  
Consumer Staples      8%        6%  
Materials      4%        6%  
Energy      3%        3%  
Real Estate      1%        1%  
       100%        100%  
Geographical Diversification (As a % of Investment Portfolio excluding Cash Equivalent and
Securities Lending Collateral)
   12/31/18      12/31/17  
United States      51%        51%  
Germany      10%        7%  
Canada      7%        9%  
China      7%        6%  
United Kingdom      5%        7%  
Japan      5%        1%  

Switzerland

     4%        7%  
France      3%        3%  
Ireland      2%        2%  
Sweden      2%        1%  
Argentina      2%         
Luxembourg      1%        1%  
Others      1%        5%  
       100%        100%  

Portfolio holdings and characteristics are subject to change.

For more complete details about the Fund’s investment portfolio, see page 7.

Following the Fund’s fiscal first and third quarter-end, a complete portfolio holdings listing is filed with the SEC on Form N-Q or Form N-PORT (available for filings after March 31, 2019). The Fund’s Form N-Q or Form N-PORT will be available on the SEC’s Web site at sec.gov. 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.

 

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Table of Contents
Investment Portfolio   December 31, 2018

 

    Shares     Value ($)  
Common Stocks 98.7%    
Argentina 1.5%    

Globant SA* (Cost $336,781)

    6,500       366,080  
Canada 7.1%    

Agnico Eagle Mines Ltd.

    4,650       187,860  

Alimentation Couche-Tard, Inc. “B”

    6,300       313,385  

Brookfield Asset Management, Inc. “A”

    18,200       697,497  

Canada Goose Holdings, Inc.*

    4,400       192,347  

Toronto-Dominion Bank

    7,400       367,832  
   

 

 

 

(Cost $1,209,333)

      1,758,921  
China 6.9%    

Alibaba Group Holding Ltd. (ADR)*

    2,650       363,236  

China Life Insurance Co., Ltd. “H”

    123,000       261,190  

China Literature Ltd. 144A*

    14       65  

Momo, Inc. (ADR)*

    5,500       130,625  

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

    2,455       134,559  

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

    41,500       366,775  

Tencent Holdings Ltd.

    11,600       464,303  
   

 

 

 

(Cost $1,859,493)

      1,720,753  
France 2.7%    

TOTAL SA

    6,060       320,682  

VINCI SA

    4,400       363,362  
   

 

 

 

(Cost $798,801)

      684,044  
Germany 9.5%    

adidas AG

    985       206,643  

Allianz SE (Registered)

    2,300       463,357  

BASF SE

    3,800       266,718  

Deutsche Boerse AG

    3,650       440,300  

Evonik Industries AG

    13,200       330,978  

Fresenius Medical Care AG & Co. KGaA

    6,107       397,052  

Siemens AG (Registered)

    2,400       268,589  
   

 

 

 

(Cost $2,541,480)

      2,373,637  
Ireland 1.6%    

Kerry Group PLC “A” (a)

    3,721       369,336  

Kerry Group PLC “A” (a)

    379       37,262  
   

 

 

 

(Cost $278,106)

      406,598  
Japan 4.9%    

Kao Corp.

    3,700       274,639  

Keyence Corp.

    600       303,634  

Komatsu Ltd.

    7,400       158,251  

Mitsubishi UFJ Financial Group, Inc.

    44,200       216,554  

SMC Corp.

    900       271,636  
   

 

 

 

(Cost $1,536,839)

      1,224,714  
Luxembourg 1.1%    

Eurofins Scientific SE (Cost $150,981)

    700       261,762  
Malaysia 0.7%    

IHH Healthcare Bhd. (Cost $177,866)

    136,600       178,041  
    Shares     Value ($)  
Norway 0.6%    

Marine Harvest ASA (Cost $82,231)

    7,200       151,819  
Sweden 1.6%    

Assa Abloy AB “B”

    7,600       136,297  

Spotify Technology SA* (b)

    2,300       261,050  
   

 

 

 

(Cost $511,723)

      397,347  
Switzerland 4.4%    

Lonza Group AG (Registered)* (b)

    2,500       652,474  

Nestle SA (Registered)

    5,509       448,026  
   

 

 

 

(Cost $580,757)

      1,100,500  
United Kingdom 5.3%    

Aon PLC (b)

    1,750       254,380  

Compass Group PLC

    9,600       202,076  

Experian PLC

    15,300       371,728  

Halma PLC

    16,700       290,820  

Spirax-Sarco Engineering PLC

    2,500       199,132  
   

 

 

 

(Cost $949,413)

      1,318,136  
United States 50.8%    

A.O. Smith Corp.

    4,500       192,150  

Activision Blizzard, Inc.

    7,600       353,932  

Alphabet, Inc. “A”*

    580       606,077  

American Express Co.

    2,640       251,645  

AMETEK, Inc.

    5,520       373,704  

Amphenol Corp. “A”

    6,000       486,120  

Apple, Inc.

    1,155       182,190  

Applied Materials, Inc.

    6,300       206,262  

Becton, Dickinson & Co.

    2,705       609,491  

Boeing Co.

    940       303,150  

CBRE Group, Inc. “A”*

    4,700       188,188  

Danaher Corp.

    6,300       649,656  

Ecolab, Inc.

    2,210       325,643  

EOG Resources., Inc.

    3,800       331,398  

EPAM Systems, Inc.*

    2,550       295,825  

Equifax, Inc.

    1,225       114,084  

Evolent Health, Inc. “A”*

    13,400       267,330  

Fidelity National Information Services, Inc.

    3,000       307,650  

Intuit, Inc.

    1,600       314,960  

JPMorgan Chase & Co.

    6,664       650,540  

Las Vegas Sands Corp.

    2,850       148,342  

MasterCard, Inc. “A”

    3,340       630,091  

McDonald’s Corp.

    2,900       514,953  

Microsoft Corp.

    4,000       406,280  

Mondelez International, Inc. “A”

    7,100       284,213  

NVIDIA Corp.

    1,710       228,285  

Progressive Corp.

    15,200       917,016  

Schlumberger Ltd.

    4,500       162,360  

ServiceMaster Global Holdings, Inc.*

    6,850       251,669  

ServiceNow, Inc.*

    1,570       279,538  

T-Mobile U.S., Inc.*

    6,500       413,465  

TJX Companies, Inc.

    6,520       291,705  

YETI Holdings, Inc.* (c)

    29,988       445,022  

Zoetis, Inc.

    7,800       667,212  
   

 

 

 

(Cost $9,829,523)

            12,650,146  

Total Common Stocks (Cost $20,843,327)

 

    24,592,498  
 

 

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

 

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    Shares     Value ($)  
Securities Lending Collateral 0.4%

 

DWS Government & Agency Securities Portfolio “DWS Government Cash Institutional Shares”, 2.29% (d) (e) (Cost $111,625)

    111,625       111,625  
Cash Equivalent 1.0%    

DWS Central Cash Management Government Fund, 2.41% (d) (Cost $238,530)

    238,530       238,530  
    % of Net
Assets
    Value ($)  

Total Investment Portfolio (Cost $21,193,482)

    100.1       24,942,653  
Other Assets and Liabilities, Net     (0.1     (13,980
Net Assets     100.0       24,928,673  
 

 

A summary of the Fund’s transactions with affiliated investments during the year ended December 31, 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 ($)
    Number of
Shares at
12/31/2018
    Value ($) at
12/31/2018
 

Securities Lending Collateral 0.4%

 

DWS Government & Agency Securities Portfolio “DWS Government Cash Institutional Shares”, 2.29% (d) (e)

 

395,119           283,494 (f)                  3,657             111,625       111,625  

Cash Equivalent 1.0%

 

DWS Central Cash Management Government Fund, 2.41% (d)

 

480,743     8,034,940       8,277,153                   5,295             238,530       238,530  
875,862     8,034,940       8,560,647                   8,952             350,155       350,155  

 

*

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)

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 December 31, 2018 amounted to $108,332, which is 0.4% of net assets.

 

(d)

Affiliated fund managed by DWS 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.

 

(f)

Represents the net increase (purchase cost) or decrease (sales proceeds) in the amount invested for the year ended December 31, 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.

 

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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 December 31, 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

  $ 366,080     $     $                 —      $ 366,080  

Canada

        1,758,921                      1,758,921  

China

    628,420           1,092,333                  1,720,753  

France

          684,044              684,044  

Germany

          2,373,637              2,373,637  

Ireland

          406,598              406,598  

Japan

          1,224,714              1,224,714  

Luxembourg

          261,762              261,762  

Malaysia

          178,041              178,041  

Norway

          151,819              151,819  

Sweden

    261,050       136,297                       —        397,347  

Switzerland

          1,100,500              1,100,500  

United Kingdom

    254,380       1,063,756              1,318,136  

United States

    12,650,146                    12,650,146  
Short-Term Investments (g)     350,155                    350,155  
Total   $     16,269,152     $     8,673,501     $      $     24,942,653  

 

(g)

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 December 31, 2018        
Assets        
Investments in non-affiliated securities, at value (cost $20,843,327) — including $108,332 of securities loaned   $ 24,592,498  
Investment in DWS Government & Agency Securities Portfolio (cost $111,625)*     111,625  
Investment in DWS Central Cash Management Government Fund (cost $238,530)     238,530  
Foreign currency, at value (cost $172,844)     168,056  
Dividends receivable     13,717  
Interest receivable     1,291  
Foreign taxes recoverable     32,361  
Other assets     811  
Total assets     25,158,889  
Liabilities        
Payable upon return of securities loaned     111,625  
Payable for Fund shares redeemed     14,757  
Accrued management fee     11,988  
Accrued Trustees’ fees     855  
Other accrued expenses and payables     90,991  
Total liabilities     230,216  
Net assets, at value   $ 24,928,673  
Net Assets Consist of        
Distributable earnings (loss)     5,980,276  
Paid-in capital     18,948,397  
Net assets, at value   $ 24,928,673  
Net Asset Value        

Class A

 
Net asset value, offering and redemption price per share ($24,928,673 ÷ 2,415,204 outstanding shares of beneficial interest, no par value, unlimited number of shares authorized)   $ 10.32  

 

*

Represents collateral on securities loaned.

 

    
Statement of Operations

 

 

For the year ended December 31, 2018

 

Investment Income        
Income:  
Dividends (net of foreign taxes withheld of $37,062)   $ 408,457  
Income distributions — DWS Central Cash Management Government Fund     5,295  
Securities lending income, net of borrower rebates     3,657  
Other income     1,300  
Total income     418,709  
Expenses:  
Management fee     189,891  
Administration fee     29,214  
Services to Shareholders     261  
Custodian fee     25,250  
Professional fees     75,058  
Reports to shareholders     20,523  
Trustees’ fees and expenses     3,189  
Other     13,151  
Total expenses before expense reductions     356,537  
Expense reductions     (87,556
Total expenses after expense reductions     268,981  
Net investment income     149,728  
Realized and Unrealized Gain (Loss)        
Net realized gain (loss) from:  
Investments     2,193,058  
Foreign currency     (3,970
      2,189,088  
Change in net unrealized appreciation (depreciation) on:  
Investments     (5,424,485
Foreign currency     (6,714
      (5,431,199)  
Net gain (loss)     (3,242,111
Net increase (decrease) in net assets resulting from operations   $ (3,092,383
 

 

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

 

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Statements of Changes in Net Assets    

 

   

Years Ended December 31,

 
Increase (Decrease) in Net Assets  

2018

   

2017

 
Operations:    
Net investment income (loss)   $ 149,728     $ 215,910  
Net realized gain (loss)     2,189,088       5,321,643  
Change in net unrealized appreciation (depreciation)     (5,431,199     3,917,327  
Net increase (decrease) in net assets resulting from operations     (3,092,383     9,454,880  
Distributions to shareholders:    

Class A

    (219,217     (233,988 )* 
Fund share transactions:    

Class A

   
Proceeds from shares sold     730,055       1,174,131  
Reinvestment of distributions     219,217       233,988  
Payments for shares redeemed     (3,317,394     (23,512,478
Net increase (decrease) in net assets from Class A share transactions     (2,368,122     (22,104,359
Increase (decrease) in net assets     (5,679,722     (12,883,467
Net assets at beginning of year     30,608,395       43,491,862  
Net assets at end of year     24,928,673       30,608,395 ** 
Other Information                

Class A

   
Shares outstanding at beginning of period     2,616,821       4,587,493  
Shares sold     62,443       110,161  
Shares issued to shareholders in reinvestment of distributions     19,281       22,499  
Shares redeemed     (283,341     (2,103,332
Net increase (decrease) in Class A shares     (201,617     (1,970,672
Shares outstanding at end of period     2,415,204       2,616,821  

 

*

Includes distributions from net investment income.

 

**

Includes undistributed net investment income of $209,108.

 

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

 

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Financial Highlights            

 

   

Years Ended December 31,

 
Class A   2018     2017     2016     2015     2014  
Selected Per Share Data                                        
Net asset value, beginning of period   $ 11.70     $ 9.48     $ 9.00     $ 9.21     $ 9.27  
Income (loss) from investment operations:          

Net investment incomea

    .06       .05       .04       .05       .06  

Net realized and unrealized gain (loss)

    (1.35     2.22       .51       (.21     .04  

Total from investment operations

    (1.29     2.27       .55       (.16     .10  
Less distributions from:          

Net investment income

    (.09     (.05     (.07     (.05     (.16
Net asset value, end of period   $ 10.32     $ 11.70     $ 9.48     $ 9.00     $ 9.21  
Total Return (%)     (11.12 )b      24.04 b       6.11 b,c       (1.75 )b      1.14  
Ratios to Average Net Assets and Supplemental Data                                        
Net assets, end of period ($ millions)     25       31       43       49       68  
Ratio of expenses before expense reductions (%)d     1.22       1.06       1.03       1.00       .95  
Ratio of expenses after expense reductions (%)d     .92       .95       .95       .91       .95  
Ratio of net investment income (%)     .51       .49       .49       .58       .59  
Portfolio turnover rate (%)     43       19       46       79       78  

 

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 0.31%.

 

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.

 

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

 

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Notes to Financial Statements  

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.

In October 2018, the Securities and Exchange Commission adopted amendments to certain disclosure requirements in Securities Act Release No. 33-10532, Disclosure Update and Simplification, which is intended to facilitate the disclosure of information to investors and simplify compliance without significantly altering the total mix of information provided to investors. Effective with the current reporting period, the Fund adopted the amendments with the impacts being that the Fund is no longer required to present components of distributable earnings on the Statement of Assets and Liabilities or the sources of distributable earnings and the amount of undistributed net investment income on the Statements of Changes in Net Assets.

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.

 

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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 year ended December 31, 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 December 31, 2018, the Fund invested the cash collateral in DWS Government & Agency Securities Portfolio. DWS Investment Management Americas, Inc. receives a management/administration fee (0.12% annualized effective rate as of December 31, 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 December 31, 2018, the Fund had securities on loan, which were classified as common stocks 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.

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.

The Fund has reviewed the tax positions for the open tax years as of December 31, 2018 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

 

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United States of America. These differences primarily relate to investments in foreign denominated investments 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.

At December 31, 2018, the Fund’s components of distributable earnings on a tax basis were as follows:

 

Undistributed ordinary income*   $ 135,649  
Undistributed long-term capital gains   $ 2,166,350  
Unrealized appreciation (depreciation) on investments   $ 3,684,241  

At December 31, 2018, the aggregate cost of investments for federal income tax purposes was $21,258,412. The net unrealized appreciation for all investments based on tax cost was $3,684,241. This consisted of aggregate gross unrealized appreciation for all investments in which there was an excess of value over tax cost of $5,635,343 and aggregate gross unrealized depreciation for all investments in which there was an excess of tax cost over value of $1,951,102.

In addition, the tax character of distributions paid by the Fund is summarized as follows:

 

    Years Ended December 31,  
     2018     2017  
Distributions from ordinary income*   $ 219,217     $ 233,988  

 

*

For tax purposes, short-term capital gain distributions are considered ordinary income distributions.

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 year ended December 31, 2018, purchases and sales of investment transactions (excluding short-term investments) aggregated $12,243,780 and $14,548,496, 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

 

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Accordingly, for the year ended December 31, 2018, the fee pursuant to the Investment Management Agreement was equivalent to an annual 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 September 30, 2018, the Advisor had 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%.

Effective October 1, 2018 through September 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 0.89%.

For the year ended December 31, 2018, fees waived and/or expenses reimbursed were $87,556.

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 year ended December 31, 2018, the Administration Fee was $29,214, of which $2,191 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 year ended December 31, 2018, the amounts charged to the Fund by DSC aggregated $81, of which $13 is unpaid.

Typesetting and Filing Service Fees. Under an agreement with the Fund, DIMA is compensated for providing certain pre-press and regulatory filing services to the Fund. For the year ended December 31, 2018, the amount charged to the Fund by DIMA included in the Statement of Operations under “Reports to shareholders” aggregated $7,931, of which $5,498 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 to each committee Chairperson.

Affiliated Cash Management Vehicles. The Fund may invest uninvested cash balances in DWS Central Cash Management Government Fund and DWS ESG Liquidity 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 ESG Liquidity 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 ESG Liquidity 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 ESG Liquidity Fund.

Securities Lending Fees. Deutsche Bank AG serves as lending agent for the Fund. For the year ended December 31, 2018, the Fund incurred lending agent fees to Deutsche Bank AG in the amount of $263.

D. Ownership of the Fund

At December 31, 2018, one participating insurance company was owner of record of 10% or more of the total outstanding Class A shares of the Fund, owning 99%.

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 December 31, 2018.

 

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Report of Independent Registered Public Accounting Firm

To the Board of Trustees of Deutsche DWS Variable Series II and Shareholders of DWS Global Equity VIP:

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of DWS Global Equity VIP (formerly Deutsche Global Equity VIP) (the “Fund”) (one of the funds constituting Deutsche DWS Variable Series II (formerly Deutsche Variable Series II)) (the “Trust”), including the investment portfolio, as of December 31, 2018, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting Deutsche DWS Variable Series II) at December 31, 2018, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust’s internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2018, by correspondence with the custodian and brokers. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

LOGO

We have served as the auditor of one or more investment companies in the DWS family of funds since at least 1979, but we are unable to determine the specific year.

Boston, Massachusetts

February 14, 2019

 

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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 (July 1, 2018 to December 31, 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 December 31, 2018       
Actual Fund Return     Class A  
Beginning Account Value 7/1/18   $ 1,000.00  
Ending Account Value 12/31/18   $ 884.30  
Expenses Paid per $1,000*   $ 4.32  
Hypothetical 5% Fund Return     Class A  
Beginning Account Value 7/1/18   $ 1,000.00  
Ending Account Value 12/31/18   $ 1,020.62  
Expenses Paid per $1,000*   $ 4.63  

 

*

Expenses are equal to the Fund’s annualized expense ratio, multiplied by the average account value over the period, multiplied by 184 (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     .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.

 

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Tax Information   (Unaudited)

For corporate shareholders, 100% of the ordinary dividends (i.e., income dividends plus short-term capital gains) paid during the Fund’s fiscal year ended December 31, 2018, qualified for the dividends received deduction.

Pursuant to Section 852 of the Internal Revenue Code, the Fund designates $2,383,000 as capital gain dividends for its year ended December 30, 2018.

Please consult a tax advisor if you have questions about federal or state income tax laws, or on how to prepare your tax returns. If you have specific questions about your account, please contact your insurance provider.

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 DWS Global Equity VIP’s (the “Fund”) investment management agreement (the “Agreement”) with DWS Investment Management Americas, Inc. (“DIMA”) in September 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. DIMA is part of DWS Group GmbH & Co. KGaA (“DWS Group”). DWS Group 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. In 2018, approximately 20% of DWS Group’s shares were sold in an initial public offering, with Deutsche Bank AG owning the remaining shares.

As part of the contract review process, the Board carefully considered the fees and expenses of each DWS 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, 2017, the Fund’s performance (Class A shares) was in the 3rd 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 outperformed its benchmark in the one-year period and has underperformed its benchmark in the three- and five-year periods ended December 31, 2017.

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, 2017). 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, 2017, 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 DWS U.S. registered funds (“DWS Funds”) and considered differences between the Fund and the comparable DWS 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 (“DWS Europe Funds”) managed by DWS Group. The Board noted that DIMA indicated that DWS Group does not manage any institutional accounts or DWS 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 DWS 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 DWS 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 or “fall-out” 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 DWS 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 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 and (ii) the substantial commitment of resources by DIMA and its affiliates to compliance matters, including the retention of compliance personnel.

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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Board Members and Officers

The following table presents certain information regarding the Board Members and Officers of the Fund. Each Board Member’s year of birth is set forth in parentheses after his or her name. Unless otherwise noted, (i) each Board Member has engaged in the principal occupation(s) noted in the table for at least the most recent five years, although not necessarily in the same capacity; and (ii) the address of each Independent Board Member is c/o Keith R. Fox, DWS Funds Board Chair, c/o Thomas R. Hiller, Ropes & Gray LLP, Prudential Tower, 800 Boylston Street, Boston, MA 02199-3600. Except as otherwise noted below, the term of office for each Board Member is until the election and qualification of a successor, or until such Board Member sooner dies, resigns, is removed or as otherwise provided in the governing documents of the Fund. Because the Fund does not hold an annual meeting of shareholders, each Board Member will hold office for an indeterminate period. The Board Members may also serve in similar capacities with other funds in the fund complex.

 

Independent Board Members            
Name, Year of Birth,
Position with the Fund and
Length of Time Served1
  Business Experience and Directorships During the Past Five Years   Number of
Funds in
DWS Fund
Complex
Overseen
    Other
Directorships
Held by Board
Member

Keith R. Fox, CFA (1954)

 

Chairperson since 2017, and Board Member since 1996

  Managing General Partner, Exeter Capital Partners (a series of private investment funds) (since 1986). Directorships: Progressive International Corporation (kitchen goods importer and distributor); The Kennel Shop (retailer); former Chairman, National Association of Small Business Investment Companies; former Directorships: BoxTop Media Inc. (advertising); Sun Capital Advisers Trust (mutual funds) (2011–2012)     82    

John W. Ballantine (1946)

 

Board Member since 1999

  Retired; formerly, Executive Vice President and Chief Risk Management Officer, First Chicago NBD Corporation/The First National Bank of Chicago (1996–1998); Executive Vice President and Head of International Banking (1995–1996); former Directorships: Director and former Chairman of the Board, Healthways, Inc.2 (population well-being and wellness services) (2003–2014); Stockwell Capital Investments PLC (private equity); Enron Corporation; FNB Corporation; Tokheim Corporation; First Oak Brook Bancshares, Inc. and Oak Brook Bank; Prisma Energy International; Public Radio International. Not-for-Profit Director, Trustee: Palm Beach Civic Association; Window to the World Communications (public media); Harris Theater for Music and Dance (Chicago); Life Director of Hubbard Street Dance Chicago     82     Portland
General
Electric2
(utility
company)
(2003–
present)

Henry P. Becton, Jr. (1943)

 

Board Member since 1990

  Vice Chair and former President, WGBH Educational Foundation. Directorships: Public Radio International; Public Radio Exchange (PRX); The Pew Charitable Trusts (charitable organization); Massachusetts Humane Society; Overseer of the New England Conservatory; former Directorships: Becton Dickinson and Company2 (medical technology company); Belo Corporation2 (media company); The PBS Foundation; Association of Public Television Stations; Boston Museum of Science; American Public Television; Concord Academy; New England Aquarium; Mass. Corporation for Educational Telecommunications; Committee for Economic Development; Public Broadcasting Service; Connecticut College; North Bennett Street School (Boston); American Documentary, Inc. (public media)     82    

Dawn-Marie Driscoll (1946)

 

Board Member since 1987

  Emeritus Executive Fellow, Center for Business Ethics, Bentley University; formerly: President, Driscoll Associates (consulting firm); Partner, Palmer & Dodge (law firm) (1988–1990); Vice President of Corporate Affairs and General Counsel, Filene’s (retail) (1978–1988). Directorships: Advisory Board, Center for Business Ethics, Bentley University; Trustee and former Chairman of the Board, Southwest Florida Community Foundation (charitable organization); former Directorships: ICI Mutual Insurance Company (2007–2015); Sun Capital Advisers Trust (mutual funds) (2007–2012), Investment Company Institute (audit, executive, nominating committees) and Independent Directors Council (governance, executive committees)     82    

Paul K. Freeman* (1950)

 

Board Member since 1993

  Consultant, World Bank/Inter-American Development Bank; Independent Directors Council (former chair); Investment Company Institute (executive committee); Adjunct Professor, University of Denver Law School (2017–present); formerly: Chairman of Education Committee of Independent Directors Council; Project Leader, International Institute for Applied Systems Analysis (1998–2001); Chief Executive Officer, The Eric Group, Inc. (environmental insurance) (1986–1998); Directorships: Knoebel Institute for Healthy Aging, University of Denver (2017–present); former Directorships: Prisma Energy International; Denver Zoo Foundation (2012–2018)     82    

 

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Table of Contents
Name, Year of Birth,
Position with the Fund and
Length of Time Served1
  Business Experience and Directorships During the Past Five Years   Number of
Funds in
DWS Fund
Complex
Overseen
    Other
Directorships
Held by Board
Member

Richard J. Herring (1946)

 

Board Member since 1990

  Jacob Safra Professor of International Banking and Professor of Finance, The Wharton School, University of Pennsylvania (since July 1972); Director, The Wharton Financial Institutions Center (since 1994); formerly: Vice Dean and Director, Wharton Undergraduate Division (1995–2000) and Director, The Lauder Institute of International Management Studies (2000–2006); Member FDIC Systemic Risk Advisory Committee since 2011, member Systemic Risk Council since 2012 and member of the Advisory Board at the Yale Program on Financial Stability since 2013; Formerly Co-Chair of the Shadow Financial Regulatory Committee (2003–2015), Executive Director of The Financial Economists Roundtable (2008–2015), Director of The Thai Capital Fund (2007–2013), Director of The Aberdeen Singapore Fund (2007–2018), and Nonexecutive Director of Barclays Bank DE (2010–2018)     82     Director,
Aberdeen
Japan Fund
(since 2007)

William McClayton (1944)

 

Board Member since 2004

  Private equity investor (since October 2009); previously, Managing Director, Diamond Management & Technology Consultants, Inc. (global consulting firm) (2001–2009); Directorship: Board of Managers, YMCA of Metropolitan Chicago; formerly: Senior Partner, Arthur Andersen LLP (accounting) (1966–2001); Trustee, Ravinia Festival     82    

Rebecca W. Rimel (1951)

 

Board Member since 1995

  President, Chief Executive Officer and Director, The Pew Charitable Trusts (charitable organization) (1994–present); formerly: Executive Vice President, The Glenmede Trust Company (investment trust and wealth management) (1983–2004); Board Member, Investor Education (charitable organization) (2004–2005); Trustee, Executive Committee, Philadelphia Chamber of Commerce (2001–2007); Director, Viasys Health Care2 (January 2007–June 2007); Trustee, Thomas Jefferson Foundation (charitable organization) (1994–2012)     82     Director,
Becton
Dickinson
and
Company2
(medical
technology
company)
(2012–
present);
Director,
BioTelemetry
Inc.2 (health
care) (2009–
present)

William N. Searcy, Jr. (1946)

 

Board Member since 1993

  Private investor since October 2003; formerly: Pension & Savings Trust Officer, Sprint Corporation2 (telecommunications) (November 1989–September 2003); Trustee, Sun Capital Advisers Trust (mutual funds) (1998–2012)     82    

Jean Gleason Stromberg (1943)

 

Board Member since 1997

  Retired. Formerly, Consultant (1997–2001); Director, Financial Markets U.S. Government Accountability Office (1996–1997); Partner, Norton Rose Fulbright, L.L.P. (law firm) (1978–1996); former Directorships: The William and Flora Hewlett Foundation (charitable organization) (2000–2015); Service Source, Inc. (nonprofit), Mutual Fund Directors Forum (2002–2004), American Bar Retirement Association (funding vehicle for retirement plans) (1987–1990 and 1994–1996)     82    

 

Officers4     

Name, Year of Birth,

Position with the Fund and

Length of Time Served5

  Business Experience and Directorships During the Past Five Years

Hepsen Uzcan6 (1974)

 

President and Chief Executive Officer, 2017–present

 

Assistant Secretary, 2013–present

  Managing Director,3 DWS; Secretary, DWS USA Corporation (since March 2018); Assistant Secretary, DWS Distributors, Inc. (since June 25, 2018); Director and Vice President, DWS Service Company (since June 25, 2018); Assistant Secretary, DWS Investment Management Americas, Inc. (since June 25, 2018); and Director and President, DB Investment Managers, Inc. (since June 25, 2018); formerly: Vice President for the Deutsche funds (2016–2017)

John Millette8 (1962)

 

Vice President and Secretary, 1999–present

  Director,3 DWS; Chief Legal Officer, DWS Investment Management Americas, Inc. (2015–present); and Director and Vice President, DWS Trust Company (2016–present); formerly: Secretary, Deutsche Investment Management Americas Inc. (2015–2017)

Diane Kenneally8,9 (1966)

 

Treasurer and Chief Financial Officer since 2018

  Director,3 DWS; formerly: Assistant Treasurer for the DWS funds (2007–2018)

Caroline Pearson8 (1962)

 

Chief Legal Officer, 2010–present

  Managing Director,3 DWS; formerly: Secretary, Deutsche AM Distributors, Inc. (2002–2017); and Secretary, Deutsche AM Service Company (2010–2017)

Scott D. Hogan8 (1970)

 

Chief Compliance Officer, 2016–present

  Director,3 DWS

 

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Name, Year of Birth,

Position with the Fund and

Length of Time Served5

  Business Experience and Directorships During the Past Five Years

Wayne Salit7 (1967)

 

Anti-Money Laundering Compliance Officer, 2014–present

  Director,3 Deutsche Bank; and AML Officer, DWS Trust Company; formerly: Managing Director, AML Compliance Officer at BNY Mellon (2011–2014); and Director, AML Compliance Officer at Deutsche Bank (2004–2011)

Sheila Cadogan8 (1966)

 

Assistant Treasurer, 2017–present

  Director,3 DWS; Director and Vice President, DWS Trust Company (since 2018)

Paul Antosca8 (1957)

 

Assistant Treasurer, 2007–present

  Director,3 DWS

 

1 

The length of time served represents the year in which the Board Member joined the board of one or more DWS funds currently overseen by the Board.

 

2 

A publicly held company with securities registered pursuant to Section 12 of the Securities Exchange Act of 1934.

 

3 

Executive title, not a board directorship.

 

4 

As a result of their respective positions held with the Advisor or its affiliates, these individuals are considered “interested persons” of the Advisor within the meaning of the 1940 Act. Interested persons receive no compensation from the Fund.

 

5 

The length of time served represents the year in which the officer was first elected in such capacity for one or more DWS funds.

 

6 

Address: 345 Park Avenue, New York, NY 10154.

 

7 

Address: 60 Wall Street, New York, NY 10005.

 

8 

Address: One International Place, Boston, MA 02110.

 

9 

Appointed Treasurer and Chief Financial Officer effective July 2, 2018.

 

*

Paul K. Freeman retired from the Board effective December 31, 2018.

The Fund’s Statement of Additional Information (“SAI”) includes additional information about the Board Members. The SAI is available, without charge, upon request. If you would like to request a copy of the SAI, you may do so by calling the following toll-free number: (800) 728-3337.

 

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Notes


Table of Contents

Notes


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LOGO  

  VS2GE-2 (R-025828-8 2/19)

 


Table of Contents

December 31, 2018

Annual Report

Deutsche DWS Variable Series II

(formerly Deutsche Variable Series II)

 

 

DWS Global Income Builder VIP

(formerly Deutsche Global Income Builder VIP)

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, you may not be receiving paper copies of the Fund’s shareholder reports from the insurance company that offers your contract unless you specifically request paper copies from your insurance company or from your financial intermediary. Instead, the shareholder reports will be made available on a Web site, and your insurance company will notify you by mail each time a report is posted and provide you with a Web site link to access the report. Instructions for requesting paper copies will be provided by your insurance company.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from your insurance company electronically by following the instructions provided by your insurance company.

You may elect to receive all future reports in paper free of charge from your insurance company. If your insurance company informs you that future reports will be delivered via Web access, you can inform your insurance company that you wish to continue receiving paper copies of your shareholder reports by following the instructions provided by your insurance company.

LOGO


Table of Contents

Contents

 

  3      Performance Summary
  4      Management Summary
  6      Portfolio Summary
  7      Investment Portfolio
  19      Statement of Assets and Liabilities
  20      Statement of Operations
  21      Statements of Changes in Net Assets
  22      Financial Highlights
  23      Notes to Financial Statements
  33      Report of Independent Registered Public Accounting Firm
  34      Information About Your Fund’s Expenses
  35      Tax Information
  35      Proxy Voting
  36      Advisory Agreement Board Considerations and Fee Evaluation
  39      Board Members and Officers

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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DWS Global Income Builder VIP


Table of Contents
Performance Summary   December 31, 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 ratios of the Fund, as stated in the fee table of the prospectus dated May 1, 2018 are 0.67% and 1.07% 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 Income Builder VIP

 

 

LOGO   

The S&P® Target Risk Moderate Index offers significant exposure to fixed income, while also increasing opportunities for higher returns through equities.

 

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    1-Year    3-Year    5-Year    10-Year
Class A   Growth of $10,000    $9,234    $11,494    $11,762    $20,974
    Average annual total return    –7.66%    4.75%    3.30%    7.69%
S&P® Target Risk Moderate Index   Growth of $10,000    $9,628    $11,383    $11,768    $17,780
    Average annual total return    –3.72%    4.41%    3.31%    5.92%
Blended Index   Growth of $10,000    $9,621    $11,383    $11,707    $19,272
    Average annual total return    –3.79%    4.41%    3.20%    6.78%

The growth of $10,000 is cumulative.

 

DWS Global Income Builder VIP                     

Life of Class*

Class B   Growth of $10,000                   $9,404
    Average annual total return                   –5.96%
S&P® Target Risk Moderate Index   Growth of $10,000                   $9,848
    Average annual total return                   –1.52%
Blended Index   Growth of $10,000                   $9,836
    Average annual total return                   –1.64%

The growth of $10,000 is cumulative.

 

*

Class B commenced operations on May 1, 2018.

 

Deutsche DWS Variable Series II —

DWS Global Income Builder VIP

  |   3


Table of Contents
Management Summary   December 31, 2018 (Unaudited)

The Fund returned –7.66% during the 12 months ended December 31, 2018 (Class A shares, unadjusted for contract charges), underperforming the –3.72% return of S&P® Target Risk Moderate Index. Its other benchmark — the Blended Index — returned –3.79%. The Blended Index is an equally-weighted blend (50%/50%) of the MSCI World High Dividend Yield Index and the Bloomberg Barclays U.S. Universal Index. The two indexes returned –7.56% and –0.25%, respectively.

The Fund’s broader allocation strategy detracted from its 12-month returns. Although we made tactical adjustments to the Fund’s positioning based on market conditions, we maintained a consistent overweight in equities over fixed income. The portfolio averaged 68% of assets in stocks and 32% to bonds during the year, and it finished December with weightings of 61% and 37%. While this overweight was a meaningful contributor to performance through the end of September, when stocks were rallying, it ultimately proved to be a detractor due to the large, broad-based selloff of the fourth quarter. The Fund therefore experienced a larger impact from the downturn in stock prices over the full year than the 50/50 benchmark.

The equity portfolio produced a negative absolute return and lagged its benchmark. While stock selection in the industrials, real estate, and energy contributed to performance, these positive factors were offset by the negative effect of sector allocations. Most notably, the Fund was hurt by its underweights in health care and utilities, as well as its overweight in communication services. An overweight position in the emerging markets was an additional detractor.

With regard to positioning, we actively adjusted the equity portfolio throughout the year to capture opportunities as they arose. With that said, our core strategy continued to feature an overweight in U.S. large-caps and an underweight in the developed international markets. While we see domestic equities benefiting from the stronger growth of the U.S. economy, we think the sluggish growth in Europe is likely to act as a drag on the region’s markets. We also maintained an overweight in the emerging markets, which we believe are positioned to outperform given their attractive valuations and the potential for a mean reversion following their weak relative performance earlier in 2018. In addition, we believe investors’ depressed expectations create the latitude for a positive surprise in the emerging markets’ economic growth.

The major segments of the global fixed-income markets experienced a wide range of returns in the past 12 months. While U.S. Treasuries outpaced the index due to their strong fourth quarter rally, categories with a higher degree of credit risk were hurt by the prospect of slower growth. Our continued focus on high-yield bonds and emerging-markets debt therefore led to underperformance in the Fund’s bond portfolio. Still, we believe an emphasis on the credit sectors remains appropriate even after the fourth-quarter sell-off in the financial markets. We see the elevated volatility as largely the result of investors’ overreaction to adverse headlines rather than a sign of a broader, systemic problem. In our view, the continued strength of the U.S. economy and positive growth in the world as a whole can provide a firm foundation for risk assets once news flow calms and investors return their focus to fundamentals.

The Fund used derivatives during the course of the period. On the equity side, we used futures and swaps on equity indices to achieve our desired weightings in a more efficient manner than buying and selling individual securities. In the bond portfolio, we used credit default swaps to facilitate exposure to the high-yield market, along with forward currency contracts to manage the currency exposure of certain positions in foreign bonds. We also used interest-rate futures and swaps to manage the Fund’s duration and achieve exposure to the European markets. In the aggregate, our use of derivatives was a small net contributor. Derivatives are used to achieve the Fund’s risk and return objectives and should therefore be evaluated within the context of the entire portfolio rather than as a standalone strategy.

John D. Ryan, Managing Director

Darwei Kung, Managing Director

Di Kumble, CFA, Managing Director

Kevin Bliss, Director

Dokyoung Lee, CFA, Director

Portfolio Managers

The views expressed reflect those of the portfolio management team only through the end of the period of the report as stated on the cover. The management team’s views are subject to change at any time based on market and other conditions and should not be construed as a recommendation. Past performance is no guarantee of future results. Current and future portfolio holdings are subject to risk.

 

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Deutsche DWS Variable Series II —

DWS Global Income Builder VIP


Table of Contents

Terms to Know

The S&P Target Risk Moderate Index offers significant exposure to fixed income, while also increasing opportunities for higher returns through equities.

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.

The 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 U.S. dollars using the London close foreign exchange rates.

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

Overweight means the Fund holds a higher weighting in a given sector or security than the benchmark. Underweight means the Fund holds a lower weighting.

Contribution and detraction incorporate both an investment’s total return and its weighting in the Fund.

Mean reversion is a theory that prices and returns eventually move back toward the mean, or average.

Derivatives are contracts whose value is based on the performance of an underlying financial asset. Derivatives afford leverage, but when used by investors who are able to handle the inherent risks, can enhance returns or protect a portfolio. Derivatives can experience significant losses if the underlying security moves contrary to the investor’s expectations.

A forward currency contract is a contract in the foreign exchange market that locks in the exchange rate for the purchase or sale of a currency on a future date as a means to hedge a fund’s currency risk.

A swap is a derivative in which two counterparties exchange cash flows of one party’s financial instrument for those of the other party’s financial instrument for a set period of time.

Futures contracts are contractual agreements to buy or sell a particular commodity or financial instrument at a pre-determined price in the future.

 

Deutsche DWS Variable Series II —

DWS Global Income Builder VIP

  |   5


Table of Contents
Portfolio Summary   (Unaudited)

 

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

Equity

     61%        65%  

Common Stocks

     55%        56%  

Preferred Stocks

     6%        6%  

Exchange-Traded Funds

            3%  

Fixed Income

     37%        34%  

Corporate Bonds

     13%        13%  

Government & Agency Obligations

     9%        6%  

Asset-Backed

     6%        1%  

Exchange-Traded Funds

     3%        7%  

Short-Term U.S. Treasury Obligations

     3%        4%  

Collateralized Mortgage Obligations

     2%        1%  

Commercial Mortgage-Backed Securities

     1%        1%  

Convertible Bonds

     0%        0%  

Mortgage-Backed Securities Pass-Throughs

     0%        1%  

Municipal Bonds and Notes

            0%  
Cash Equivalents      2%        1%  
       100%        100%  

Sector Diversification (As a % of Equities, Corporate Bonds, Preferred Securities and
Convertible Bonds)

   12/31/18     

12/31/17

 

Financials

     17%        17%  

Energy

     13%        11%  

Information Technology

     12%        11%  

Communication Services

     12%        14%  

Consumer Discretionary

     9%        10%  

Health Care

     9%        7%  

Industrials

     8%        10%  

Consumer Staples

     6%        6%  

Real Estate

     6%        6%  

Utilities

     5%        4%  

Materials

     3%        4%  
       100%        100%  

Portfolio holdings and characteristics are subject to change.

For more complete details about the Fund’s investment portfolio, see page 7.

Following the Fund’s fiscal first and third quarter-end, a complete portfolio holdings listing is filed with the SEC on Form N-Q or Form N-PORT (available for filings after March 31, 2019). The Fund’s Form N-Q or Form N-PORT will be available on the SEC’s Web site at sec.gov. 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.

 

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Deutsche DWS Variable Series II —

DWS Global Income Builder VIP


Table of Contents
Investment Portfolio   December 31, 2018

 

    Shares     Value ($)  
Common Stocks 54.9%

 

Communication Services 5.8%

 

Diversified Telecommunication Services 2.7%

 

AT&T, Inc.

    19,609       559,641  

BCE, Inc.

    3,773       149,046  

BT Group PLC

    61,658       187,730  

Deutsche Telekom AG (Registered)

    10,946       186,611  

Elisa Oyj

    3,526       145,902  

Nippon Telegraph & Telephone Corp.

    3,800       154,818  

Orange SA

    9,297       151,173  

Proximus SA

    5,537       150,096  

Singapore Telecommunications Ltd.

    63,245       136,983  

Swisscom AG (Registered)

    439       211,154  

Telefonica SA

    17,063       143,806  

Telenor ASA

    7,167       139,408  

Telia Co. AB

    30,834       146,418  

TELUS Corp.

    6,329       209,777  

Verizon Communications, Inc.

    9,866       554,667  
   

 

 

 
      3,227,230  

Entertainment 0.4%

   

NetEase, Inc. (ADR)

    1,066       250,904  

Walt Disney Co.

    2,415       264,805  
   

 

 

 
      515,709  

Interactive Media & Services 1.6%

 

Alphabet, Inc. “A”*

    473       494,266  

Alphabet, Inc. “C”*

    505       522,983  

Baidu, Inc. (ADR)*

    1,085       172,081  

Facebook, Inc. “A”*

    3,544       464,583  

Tencent Holdings Ltd. (ADR)

    7,068       278,974  
   

 

 

 
      1,932,887  

Media 0.8%

   

Comcast Corp. “A”

    7,066       240,597  

Interpublic Group of Companies, Inc.

    6,005       123,883  

ITV PLC

    81,731       130,155  

Omnicom Group, Inc.

    1,830       134,029  

Shaw Communications, Inc. “B”

    7,223       130,736  

WPP PLC

    13,334       144,301  
   

 

 

 
      903,701  

Wireless Telecommunication Services 0.3%

 

KDDI Corp.

    6,700       160,123  

NTT DoCoMo, Inc.

    9,669       217,700  
   

 

 

 
      377,823  
Consumer Discretionary 5.6%

 

Auto Components 0.2%

   

Bridgestone Corp.

    3,505       134,933  

Nokian Renkaat Oyj

    4,589       141,375  
   

 

 

 
      276,308  

Automobiles 1.3%

   

Bayerische Motoren Werke AG

    1,677       136,415  

Daimler AG (Registered)

    4,605       242,996  

General Motors Co.

    5,173       173,037  

Honda Motor Co., Ltd.

    5,750       151,023  
    Shares     Value ($)  

Nissan Motor Co., Ltd.

    25,585       204,823  

Renault SA

    2,089       130,826  

Subaru Corp.

    6,100       131,173  

Toyota Motor Corp.

    5,700       330,894  
   

 

 

 
      1,501,187  

Diversified Consumer Services 0.1%

 

Tal Education Group (ADR)*

    6,000       160,080  

Hotels, Restaurants & Leisure 1.0%

 

Carnival Corp.

    2,499       123,201  

Darden Restaurants, Inc.

    1,343       134,112  

Las Vegas Sands Corp.

    3,209       167,028  

McDonald’s Corp.

    1,800       319,626  

Starbucks Corp.

    3,197       205,887  

TUI AG

    9,641       138,495  

Yum! Brands, Inc.

    1,500       137,880  
   

 

 

 
      1,226,229  

Household Durables 0.5%

   

Berkeley Group Holdings PLC

    3,249       144,061  

Garmin Ltd.

    2,110       133,605  

Leggett & Platt, Inc.

    3,518       126,085  

Sekisui House Ltd.

    11,254       167,478  
   

 

 

 
      571,229  

Internet & Direct Marketing Retail 1.1%

 

Alibaba Group Holding Ltd. (ADR)*

    1,454       199,300  

Amazon.com, Inc.*

    652       979,284  

Ctrip.com International Ltd. (ADR)*

    6,667       180,409  
   

 

 

 
      1,358,993  

Leisure Products 0.1%

   

Hasbro, Inc.

    1,676       136,175  

Multiline Retail 0.4%

   

Marks & Spencer Group PLC

    46,142       145,452  

Target Corp.

    1,985       131,189  

Wesfarmers Ltd.

    5,940       134,663  
   

 

 

 
      411,304  

Specialty Retail 0.4%

   

Home Depot, Inc.

    1,634       280,754  

L Brands, Inc.

    4,300       110,381  

TJX Companies, Inc.

    3,000       134,220  
   

 

 

 
      525,355  

Textiles, Apparel & Luxury Goods 0.5%

 

Cie Financiere Richemont SA (Registered)

    2,123       137,352  

NIKE, Inc. “B”

    2,142       158,808  

Tapestry, Inc.

    3,843       129,701  

VF Corp.

    1,851       132,050  
   

 

 

 
      557,911  
Consumer Staples 4.3%    

Beverages 1.0%

   

Ambev SA (ADR)

    35,231       138,105  

Anheuser-Busch InBev SA

    1,935       128,326  

Coca-Cola Co.

    8,825       417,864  

Diageo PLC

    3,855       137,432  

PepsiCo, Inc.

    3,021       333,760  
   

 

 

 
      1,155,487  
 

 

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 ($)  

Food & Staples Retailing 0.6%

   

Costco Wholesale Corp.

    600       122,226  

Lawson, Inc.

    2,100       133,046  

Sysco Corp.

    2,139       134,030  

Walgreens Boots Alliance, Inc.

    1,700       116,161  

Walmart, Inc.

    2,516       234,365  
   

 

 

 
      739,828  

Food Products 1.4%

   

Archer-Daniels-Midland Co.

    3,046       124,795  

Bunge Ltd.

    2,300       122,912  

General Mills, Inc.

    3,543       137,964  

Kellogg Co.

    2,586       147,428  

Kraft Heinz Co.

    2,962       127,485  

Marine Harvest ASA

    6,166       130,016  

Mondelez International, Inc. “A”

    4,000       160,120  

Nestle SA (Registered)

    5,421       440,870  

The Hershey Co.

    1,329       142,442  

The JM Smucker Co.

    1,400       130,886  
   

 

 

 
      1,664,918  

Household Products 0.6%

   

Colgate-Palmolive Co.

    2,270       135,111  

Kimberly-Clark Corp.

    1,277       145,501  

Procter & Gamble Co.

    5,159       474,215  
   

 

 

 
      754,827  

Tobacco 0.7%

   

Altria Group, Inc.

    5,192       256,433  

British American Tobacco PLC

    2,691       86,054  

British American Tobacco PLC (ADR)

    1,736       55,309  

Japan Tobacco, Inc.

    6,177       147,026  

Philip Morris International, Inc.

    4,036       269,443  
   

 

 

 
      814,265  
Energy 4.5%    

Oil, Gas & Consumable Fuels

   

BP PLC

    53,165       336,626  

Chevron Corp.

    3,969       431,788  

Enagas SA

    5,091       137,866  

Enbridge, Inc.

    4,359       135,418  

Eni SpA

    8,701       137,433  

Exxon Mobil Corp.

    8,799       600,004  

Gazprom PJSC (ADR)

    88,363       390,564  

JXTG Holdings, Inc.

    24,100       126,044  

Kinder Morgan, Inc.

    10,158       156,230  

LUKOIL PJSC (ADR)

    6,484       462,569  

Occidental Petroleum Corp.

    2,669       163,823  

ONEOK, Inc.

    2,236       120,632  

Pembina Pipeline Corp.

    4,435       131,601  

Phillips 66

    1,560       134,394  

Plains GP Holdings LP “A”*

    6,612       132,901  

Repsol SA

    9,619       155,751  

Royal Dutch Shell PLC “A”

    12,635       372,147  

Royal Dutch Shell PLC “B”

    10,663       318,451  

Snam SpA

    30,741       134,937  

Tatneft PJSC (ADR)

    2,028       128,778  

TOTAL SA

    5,207       275,543  

TransCanada Corp. (a)

    3,548       126,696  

Valero Energy Corp.

    1,771       132,772  

Williams Companies, Inc.

    6,192       136,534  
   

 

 

 
      5,379,502  
    Shares     Value ($)  
Financials 7.9%    

Banks 4.9%

   

Aozora Bank Ltd.

    4,300       128,261  

Australia & New Zealand Banking Group Ltd.

    8,678       149,494  

Banco Bradesco SA (ADR) (Preferred)

    14,488       143,286  

Bank of America Corp.

    14,925       367,752  

Bank of Montreal

    2,011       131,381  

Bank of Nova Scotia

    3,393       169,128  

BB&T Corp.

    3,010       130,393  

BNP Paribas SA

    2,891       130,988  

Canadian Imperial Bank of Commerce

    1,826       136,000  

Citigroup, Inc.

    4,687       244,005  

Commonwealth Bank of Australia

    4,177       212,711  

HSBC Holdings PLC

    46,627       385,507  

ICICI Bank Ltd. (ADR)

    15,400       158,466  

Itau Unibanco Holding SA (ADR) (Preferred)

    15,500       141,670  

Japan Post Bank Co., Ltd.

    12,500       137,712  

JPMorgan Chase & Co.

    6,029       588,551  

Lloyds Banking Group PLC

    218,842       144,499  

Mitsubishi UFJ Financial Group, Inc.

    25,600       125,425  

Mizuho Financial Group, Inc.

    93,873       145,617  

People’s United Financial, Inc.

    8,492       122,540  

Royal Bank of Canada

    3,105       212,519  

Sberbank of Russia PJSC (ADR)

    34,594       379,150  

Skandinaviska Enskilda Banken AB “A”

    14,159       137,964  

Societe Generale SA

    3,948       126,384  

Sumitomo Mitsui Financial Group, Inc.

    4,000       132,689  

Swedbank AB “A”

    6,212       139,084  

Toronto-Dominion Bank

    3,105       154,340  

U.S. Bancorp.

    2,862       130,793  

Wells Fargo & Co.

    7,269       334,956  

Westpac Banking Corp.

    11,487       202,519  
   

 

 

 
      5,843,784  

Capital Markets 0.2%

   

CME Group, Inc.

    820       154,258  

UBS Group AG (Registered)*

    10,817       134,992  
   

 

 

 
      289,250  

Diversified Financial Services 0.3%

 

Berkshire Hathaway, Inc. “B”*

    1,718       350,782  

Insurance 2.5%

   

Ageas

    3,119       140,462  

Allianz SE (Registered)

    732       147,468  

American Financial Group, Inc.

    1,397       126,470  

Assicurazioni Generali SpA

    8,624       144,673  

Aviva PLC

    28,133       134,902  

AXA SA

    6,933       150,099  

Baloise Holding AG (Registered)

    977       134,970  

Chubb Ltd.

    1,118       144,423  

Japan Post Holdings Co., Ltd.

    11,700       134,843  

Legal & General Group PLC

    54,098       159,703  

MetLife, Inc.

    3,423       140,548  

Muenchener Rueckversicherungs-Gesellschaft AG (Registered)

    658       144,003  

Poste Italiane SpA 144A

    19,064       153,099  

Power Corp. of Canada

    7,300       131,167  
 

 

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 ($)  

Power Financial Corp. (a)

    6,800       128,658  

Sampo Oyj “A”

    4,982       220,490  

Swiss Life Holding AG (Registered)*

    355       137,317  

Swiss Re AG

    2,662       244,961  

Zurich Insurance Group AG

    864       258,495  
   

 

 

 
      2,976,751  
Health Care 5.8%    

Biotechnology 0.8%

   

AbbVie, Inc.

    3,577       329,764  

Amgen, Inc.

    1,597       310,888  

Biogen., Inc.*

    400       120,368  

Gilead Sciences, Inc.

    3,642       227,807  
   

 

 

 
      988,827  

Health Care Equipment & Supplies 0.3%

 

Abbott Laboratories

    2,421       175,111  

Medtronic PLC

    2,239       203,659  
   

 

 

 
      378,770  

Health Care Providers & Services 0.6%

 

Anthem, Inc.

    600       157,578  

CVS Health Corp.

    2,882       188,829  

UnitedHealth Group, Inc.

    1,583       394,357  
   

 

 

 
      740,764  

Life Sciences Tools & Services 0.2%

 

Thermo Fisher Scientific, Inc.

    700       156,653  

Pharmaceuticals 3.9%

   

Allergan PLC

    1,000       133,660  

Astellas Pharma, Inc.

    11,000       140,887  

AstraZeneca PLC

    2,648       198,628  

Bayer AG (Registered)

    1,951       136,592  

Bristol-Myers Squibb Co.

    3,841       199,655  

Daiichi Sankyo Co., Ltd.

    3,800       121,354  

Eli Lilly & Co.

    2,365       273,678  

GlaxoSmithKline PLC

    11,751       223,750  

Johnson & Johnson

    5,592       721,648  

Merck & Co., Inc.

    6,336       484,134  

Novartis AG (Registered)

    4,774       409,638  

Novo Nordisk AS ‘‘B”

    3,727       171,216  

Pfizer, Inc.

    13,362       583,251  

Roche Holding AG (Genusschein)

    1,828       454,830  

Sanofi

    2,795       242,424  

Takeda Pharmaceutical Co., Ltd.

    4,000       135,624  
   

 

 

 
      4,630,969  
Industrials 5.3%    

Aerospace & Defense 1.0%

   

BAE Systems PLC

    23,878       140,038  

Boeing Co.

    939       302,828  

General Dynamics Corp.

    800       125,768  

Lockheed Martin Corp.

    597       156,319  

Northrop Grumman Corp.

    566       138,613  

Raytheon Co.

    781       119,766  

United Technologies Corp.

    1,717       182,826  
   

 

 

 
      1,166,158  

Air Freight & Logistics 0.1%

   

United Parcel Service, Inc. “B”

    1,380       134,591  

Airlines 0.4%

   

Deutsche Lufthansa AG (Registered)

    6,282       142,729  
    Shares     Value ($)  

International Consolidated Airlines Group SA

    17,761       140,985  

Japan Airlines Co., Ltd.

    3,800       134,672  
   

 

 

 
      418,386  

Building Products 0.1%

   

Johnson Controls International PLC

    4,215       124,975  

Commercial Services & Supplies 0.3%

 

Quad Graphics, Inc.

    2       25  

Republic Services, Inc.

    1,823       131,420  

Secom Co., Ltd.

    1,600       132,482  

Waste Management, Inc.

    1,524       135,621  
   

 

 

 
      399,548  

Construction & Engineering 0.3%

 

Kajima Corp.

    10,200       136,602  

Obayashi Corp.

    14,200       128,334  

Skanska AB “B”

    9,055       144,597  
   

 

 

 
      409,533  

Electrical Equipment 0.4%

   

ABB Ltd. (Registered)

    7,510       143,532  

Eaton Corp. PLC

    2,059       141,371  

Emerson Electric Co.

    2,185       130,554  
   

 

 

 
      415,457  

Industrial Conglomerates 0.6%

   

3M Co.

    1,117       212,833  

General Electric Co.

    19,552       148,008  

Honeywell International, Inc.

    1,574       207,957  

Siemens AG (Registered)

    1,289       144,255  
   

 

 

 
      713,053  

Machinery 0.7%

   

Caterpillar, Inc.

    1,158       147,147  

Cummins, Inc.

    1,015       135,645  

Illinois Tool Works, Inc.

    1,078       136,572  

Ingersoll-Rand PLC

    1,348       122,978  

Kone Oyj “B”

    2,909       139,089  

Mitsubishi Heavy Industries Ltd.

    3,600       129,297  
   

 

 

 
      810,728  

Marine 0.1%

   

Kuehne + Nagel International AG (Registered)

    1,028       132,279  

Professional Services 0.4%

   

Adecco Group AG (Registered)

    3,068       144,178  

Nielsen Holdings PLC

    5,139       119,893  

RELX PLC

    6,670       137,582  

SGS SA (Registered)

    58       130,965  
   

 

 

 
      532,618  

Road & Rail 0.2%

   

Aurizon Holdings Ltd.

    43,644       131,481  

Union Pacific Corp.

    1,051       145,280  
   

 

 

 
      276,761  

Trading Companies & Distributors 0.7%

 

ITOCHU Corp.

    9,639       163,707  

Marubeni Corp.

    18,749       131,369  

Mitsubishi Corp.

    6,800       186,771  

Mitsui & Co., Ltd.

    11,551       177,556  

Sumitomo Corp.

    10,866       154,132  
   

 

 

 
      813,535  
 

 

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
    Shares     Value ($)  
Information Technology 9.0%

 

Communications Equipment 0.8%

 

Cisco Systems, Inc.

    10,699       463,588  

Juniper Networks, Inc.

    5,500       148,005  

Motorola Solutions, Inc.

    1,028       118,261  

Nokia Oyj

    29,943       173,192  
   

 

 

 
      903,046  

Electronic Equipment, Instruments & Components 0.2%

 

Corning, Inc.

    4,393       132,713  

TE Connectivity Ltd.

    1,967       148,764  
   

 

 

 
      281,477  

IT Services 2.6%

   

Accenture PLC “A”

    1,602       225,898  

Automatic Data Processing, Inc.

    1,581       207,301  

Broadridge Financial Solutions, Inc.

    1,351       130,034  

Cognizant Technology Solutions Corp. “A”

    2,042       129,626  

DXC Technology Co.

    2,400       127,608  

Fidelity National Information Services, Inc.

    1,421       145,724  

Fujitsu Ltd.

    2,300       143,222  

Infosys Ltd. (ADR)

    16,462       156,718  

International Business Machines Corp.

    2,997       340,669  

Leidos Holdings, Inc.

    2,315       122,047  

MasterCard, Inc. “A”

    1,797       339,004  

Otsuka Corp.

    4,300       117,814  

Paychex, Inc.

    2,747       178,967  

PayPal Holdings, Inc.*

    1,600       134,544  

Visa, Inc. “A”

    3,164       417,458  

Western Union Co.

    10,970       187,148  
   

 

 

 
      3,103,782  

Semiconductors & Semiconductor Equipment 1.8%

 

Analog Devices, Inc.

    1,599       137,242  

Broadcom, Inc.

    931       236,735  

Intel Corp.

    8,886       417,020  

KLA-Tencor Corp.

    1,490       133,340  

Maxim Integrated Products, Inc.

    2,734       139,024  

QUALCOMM., Inc.

    4,005       227,924  

Taiwan Semiconductor Manufacturing Co., Ltd. (ADR)

    14,142       521,981  

Texas Instruments, Inc.

    2,238       211,491  

Tokyo Electron Ltd.

    1,100       125,053  
   

 

 

 
      2,149,810  

Software 1.9%

   

Adobe, Inc.*

    652       147,508  

Intuit, Inc.

    723       142,323  

Micro Focus International PLC

    7,326       129,523  

Microsoft Corp.

    13,338       1,354,741  

Oracle Corp.

    5,708       257,716  

salesforce.com, Inc.*

    1,100       150,667  

SAP SE

    1,421       142,268  
   

 

 

 
      2,324,746  

Technology Hardware, Storage & Peripherals 1.7%

 

Apple, Inc.

    8,631       1,361,454  

Canon, Inc.

    6,874       187,702  

HP, Inc.

    6,190       126,647  

Samsung Electronics Co., Ltd. (GDR)

    166       143,922  
    Shares     Value ($)  

Seagate Technology PLC

    3,408       131,515  

Xerox Corp.

    5,644       111,525  
   

 

 

 
      2,062,765  
Materials 0.6%    

Chemicals 0.4%

   

Air Products & Chemicals, Inc.

    879       140,684  

DowDuPont, Inc.

    3,432       183,544  

GEO Specialty Chemicals,
Inc.* (b)

    145,628       18,218  

LyondellBasell Industries NV “A”

    1,752       145,696  
   

 

 

 
      488,142  

Metals & Mining 0.1%

   

JFE Holdings, Inc.

    8,000       126,588  

Paper & Forest Products 0.1%

   

UPM-Kymmene Oyj

    5,346       136,347  
Real Estate 3.1%    

Equity Real Estate Investment Trusts (REITs)

 

AvalonBay Communities, Inc.

    748       130,189  

Brookfield Property REIT, Inc. “A”

    8,800       141,680  

Camden Property Trust

    1,483       130,578  

Crown Castle International Corp.

    1,396       151,647  

H&R Real Estate Investment Trust

    10,100       152,772  

HCP, Inc.

    4,970       138,812  

Iron Mountain, Inc.

    4,000       129,640  

Japan Retail Fund Investment Corp.

    69       137,957  

Kimco Realty Corp.

    11,953       175,111  

Land Securities Group PLC

    13,054       133,986  

Liberty Property Trust

    2,967       124,258  

Mid-America Apartment Communities, Inc.

    1,390       133,023  

National Retail Properties, Inc.

    2,772       134,470  

Prologis, Inc.

    2,049       120,317  

Public Storage

    727       147,152  

Realty Income Corp.

    2,420       152,557  

RioCan Real Estate Investment Trust

    8,642       150,659  

Simon Property Group, Inc.

    1,211       203,436  

Stockland (a)

    53,235       131,819  

The Macerich Co.

    2,853       123,478  

Unibail-Rodamco-Westfield*

    831       128,917  

Ventas, Inc.

    2,802       164,169  

VEREIT, Inc.

    17,700       126,555  

Vicinity Centres (a)

    73,155       133,844  

Welltower, Inc.

    2,441       169,430  

WP Carey, Inc.

    2,000       130,680  
   

 

 

 
      3,697,136  
Utilities 3.0%    

Electric Utilities 1.8%

   

American Electric Power Co., Inc.

    2,127       158,972  

Duke Energy Corp.

    2,441       210,658  

Entergy Corp.

    1,802       155,098  

Evergy, Inc.

    2,300       130,571  

Exelon Corp.

    3,659       165,021  

FirstEnergy Corp.

    3,500       131,425  

Fortum Oyj

    6,761       147,985  

NextEra Energy, Inc.

    918       159,567  

OGE Energy Corp.

    3,400       133,246  

Pinnacle West Capital Corp.

    1,500       127,800  

Power Assets Holdings Ltd.

    20,000       139,016  
 

 

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
    Shares     Value ($)  

PPL Corp.

    5,577       157,996  

Southern Co.

    5,084       223,289  

Xcel Energy, Inc.

    2,600       128,102  
   

 

 

 
      2,168,746  

Multi-Utilities 1.2%

   

Ameren Corp.

    1,900       123,937  

CenterPoint Energy, Inc.

    5,172       146,005  

Consolidated Edison, Inc.

    1,923       147,033  

Dominion Energy, Inc

    2,427       173,433  

DTE Energy Co.

    1,100       121,330  

Engie SA

    9,917       142,449  

National Grid PLC

    13,058       127,165  

Public Service Enterprise Group, Inc.

    2,500       130,125  

Sempra Energy

    1,200       129,828  

WEC Energy Group, Inc.

    1,834       127,023  
   

 

 

 
              1,368,328  

Total Common Stocks (Cost $62,413,339)

 

    65,706,033  
Preferred Stocks 5.8%    
Communication Services 0.6%

 

Verizon Communications,
Inc. 5.9%

    30,000       759,000  
Financials 3.3%    

AGNC Investment Corp.
Series C, 7.0%

    14,427       364,715  

AGNC Investment Corp.
Series B, 7.75%

    18,000       456,480  

Bank of America Corp.
Series Y, 6.5%

    15,000       380,700  

BB&T Corp. 5.625%

    10,000       235,100  

Capital One Financial Corp.
Series G, 5.2%

    10,000       216,200  

Citigroup, Inc. Series S, 6.3%

    15,000       382,500  

Fifth Third Bancorp.
Series I, 6.625%

    10,000       258,700  

JPMorgan Chase & Co.
Series AA, 6.1%

    15,000       383,100  

KeyCorp Series E, 6.125%

    10,000       258,200  

Morgan Stanley Series K, 5.85%

    10,000       242,800  

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

    17,000       411,400  

Wells Fargo & Co.
Series Y, 5.625%

    15,000       352,500  
   

 

 

 
      3,942,395  
Real Estate 1.0%    

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

    15,000       295,650  

Prologis, Inc. Series Q,
8.54% (REIT)

    164       10,267  

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

    8,000       549,600  

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

    15,000       354,900  
   

 

 

 
      1,210,417  

Utilities 0.9%

   

Dominion Energy, Inc.
Series A, 5.25%

    30,000       692,400  

Southern Co. 5.25%

    15,000       327,450  
   

 

 

 
              1,019,850  

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

 

    6,931,662  
    Shares     Value ($)  
Warrant 0.0%    
Materials    

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

    170       4,191  
    Principal
Amount ($)(c)
    Value ($)  
Corporate Bonds 13.0%    
Communication Services 2.6%

 

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

    400,000       365,000  

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

    300,000       275,250  

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

    300,000       294,750  

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

    500,000       485,000  

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

    300,000       289,500  

CSC Holdings LLC:

   

144A, 5.5%, 4/15/2027

    400,000       372,000  

144A, 10.125%, 1/15/2023

    200,000       215,250  

Expedia Group, Inc.,
3.8%, 2/15/2028

    180,000       163,230  

Netflix, Inc., 4.375%,
11/15/2026 (a)

    100,000       90,750  

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

    300,000       300,000  

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

    350,000       320,688  
   

 

 

 
      3,171,418  
Consumer Discretionary 0.7%

 

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

    200,000       184,000  

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

    350,000       318,500  

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

    300,000       287,250  
   

 

 

 
      789,750  
Consumer Staples 0.1%    

B&G Foods, Inc.,
5.25%, 4/1/2025 (a)

    100,000       93,000  
Energy 5.3%    

Boardwalk Pipelines LP,
4.95%, 12/15/2024

    250,000       253,517  

Buckeye Partners LP,
3.95%, 12/1/2026

    500,000       439,253  

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

    200,000       199,000  

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

    65,000       57,362  

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

    700,000       673,750  

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

    100,000       90,000  

Enbridge, Inc., 5.5%, 7/15/2077

    200,000       169,341  

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

    100,000       97,500  

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

    400,000       360,707  

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

    200,000       178,000  

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

    1,000,000       972,462  
 

 

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

 

Deutsche DWS Variable Series II —

DWS Global Income Builder VIP

  |   11


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

Laredo Petroleum, Inc.,
6.25%, 3/15/2023 (a)

    200,000       179,500  

Marathon Petroleum Corp., 144A, 5.125%, 12/15/2026

    500,000       512,156  

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

    200,000       203,000  

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

    96,000       90,480  

Petrobras Global Finance BV, 5.299%, 1/27/2025

    500,000       477,500  

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

    55,000       51,844  

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

    200,000       179,000  

Resolute Energy Corp.,
8.5%, 5/1/2020

    100,000       98,500  

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

    100,000       95,000  

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

    200,000       187,500  

Weatherford International Ltd., 9.875%, 2/15/2024 (a)

    200,000       122,000  

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

    500,000       472,500  

WPX Energy, Inc.,
5.25%, 9/15/2024

    200,000       181,000  
   

 

 

 
      6,340,872  
Financials 1.5%    

BPCE SA, 144A,
4.875%, 4/1/2026

    700,000       689,583  

FS KKR Capital Corp.,
4.75%, 5/15/2022

    70,000       69,306  

Royal Bank of Scotland Group PLC, 7.5%, 12/29/2049

    800,000       792,000  

Westpac Banking Corp.,
5.0%, 3/21/2067

    300,000       248,771  
   

 

 

 
      1,799,660  
Health Care 0.4%    

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

    500,000       496,250  
Industrials 0.4%    

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

    300,000       281,250  

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

    175,000       169,312  
   

 

 

 
      450,562  
Materials 1.6%    

AK Steel Corp.,
7.0%, 3/15/2027 (a)

    200,000       156,000  

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

    200,000       199,500  

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

    250,000       231,875  

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

    300,000       296,385  

Metinvest BV, 144A, 7.75%, 4/23/2023

    500,000       454,954  

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

    200,000       183,000  

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

    400,000       359,200  
   

 

 

 
      1,880,914  
    Principal
Amount ($)(c)
    Value ($)  
Real Estate 0.3%    

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

    100,000       90,124  

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

    110,000       107,767  

Select Income REIT:

   

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

    60,000       59,350  

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

    45,000       43,363  
   

 

 

 
      300,604  
Utilities 0.1%    

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

    200,000       177,000  

Total Corporate Bonds (Cost $16,780,231)

 

    15,500,030  
Asset-Backed 5.8%    
Miscellaneous    

Apidos CLO XXIX, “A2”, Series 2018-29A, 144A, 3-month USD-LIBOR + 1.550%,
3.942%**, 7/25/2030

    1,500,000       1,459,890  

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

    280,000       279,137  

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

    335,750       328,958  

Dryden 55 CLO Ltd., “B”, Series 2018-55A, 144A, 3-month USD-LIBOR + 1.550%,
3.986%**, 4/15/2031

    1,500,000       1,460,643  

GoldenTree Loan Management Eur Clo 2 Dac, “C1A”, Series X2, REG S, 3-month EURIBOR,+2.450% floor, 2.45%**, 1/20/2032

    EUR 480,000       549,522  

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

    104,911       103,335  

Jubilee CLO BV, “C1”, Series 2018-21A, 144A,

3-month EURIBOR + 2.500% floor, 2.5%**, 1/15/2032

    EUR 500,000       563,714  

Madison Park Funding XIV Ltd., “DRR”, Series 2014-14A, 144A, 3-month USD-LIBOR + 2.950%, 5.419%**, 10/22/2030

    500,000       466,242  

Neuberger Berman Loan Advisers CLO Ltd., “B”, Series 2018-28A, 144A, 3-month USD-LIBOR + 1.600%,
4.069%**, 4/20/2030

    750,000       730,568  

Taco Bell Funding LLC, “A2I”, Series 2018-1A, 144A,
4.318%, 11/25/2048

    500,000       506,170  

Voya CLO Ltd., “CR”, Series 2016-3A, 144A, 3-month USD-LIBOR + 3.250%,
5.721%**, 10/18/2031

    350,000       326,406  

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

    158,400       151,801  

Total Asset-Backed (Cost $7,097,410)

 

    6,926,386  
 

 

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
    Principal
Amount ($)(c)
    Value ($)  
Mortgage-Backed Securities
Pass-Throughs 0.0%

 

 

Federal Home Loan Mortgage Corp., 6.0%, 3/1/2038

    3,957       4,318  

Federal National Mortgage Association:

   

4.5%, 9/1/2035

    5,972       6,183  

6.0%, 1/1/2024

    9,257       9,933  

Total Mortgage-Backed Securities
Pass-Throughs
(Cost $19,207)

 

    20,434  
Commercial Mortgage-Backed
Securities 1.3%

 

BX Commercial Mortgage Trust, “D”, Series 2018-IND, 144A, 1-month USD-LIBOR + 1.300%, 3.755%**, 11/15/2035

    249,628       246,819  

DBWF Mortgage Trust, 144A, 1-month USD-LIBOR + 1.750%, 4.13%**, 11/19/2035

    250,000       247,253  

FHLMC Multifamily Structured Pass-Through Certificates, “X1”, Series K043, Interest Only, 0.542%**, 12/25/2024

    4,922,343       137,482  

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

    423,843       394,070  

GS Mortgage Securities Corp., “C”, Series 2018-FBLU, 144A, 1-month USD-LIBOR + 1.600%, 4.055%**, 11/15/2035

    500,000       496,352  

Total Commercial Mortgage-Backed Securities (Cost $1,559,859)

 

    1,521,976  
Collateralized Mortgage Obligations 1.8%

 

Fannie Mae Connecticut Avenue Securities:

   

“1M2”, Series 2018-C06, 1-month USD-LIBOR + 2.000%, 4.506%**, 3/25/2031

    187,500       180,136  

“1M2”, Series 2018-C05, 1-month USD-LIBOR + 2.350%, 4.856%**, 1/25/2031

    500,000       487,344  

Federal Home Loan Mortgage Corp.:

   

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

    148,500       8,467  

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

    1,041,829       228,793  

“H”, Series 2278,
6.5%, 1/15/2031

    113       115  

Federal National Mortgage Association:

   

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

    220,000       137,837  

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

    93,099       19,352  

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

    105,637       16,435  
    Principal
Amount ($)(c)
    Value ($)  

Freddie Mac Structured Agency Credit Risk Debt Notes, “M2”, Series 2017-DNA2, 1-month USD-LIBOR + 3.450%,
5.956%**, 10/25/2029

    250,000       264,548  

Government National Mortgage Association:

   

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

    208,577       28,742  

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

    56,616       9,942  

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

    145,115       20,107  

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

    172,093       32,296  

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

    167,074       31,313  

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

    115,458       19,863  

RESIMAC, “A2”, Series 2017-2, Australian Bank Bill Short Term Rates 1-Month Mid + 1.200%, 3.143%**, 1/15/2049

    AUD 486,002       341,451  

STACR Trust, “M2”, Series 2018-DNA3, 144A, 1-month USD-LIBOR + 2.100%,
4.606%**, 9/25/2048

    324,324       311,443  

Total Collateralized Mortgage Obligations (Cost $2,004,405)

      2,138,184  
Government & Agency Obligations 8.4%

 

Other Government Related (d) 1.4%

 

Banque Centrale de Tunisie International Bond, 144A, 5.75%, 1/30/2025

    400,000       335,536  

Gazprom OAO, 144A, 4.95%, 7/19/2022

    400,000       403,197  

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

    200,000       195,349  

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

    700,000       756,028  
      1,690,110  
Sovereign Bonds 4.9%    

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

    350,000       318,128  

Indonesia Government International Bond,
4.45%, 2/11/2024

    225,000       226,167  

Islamic Republic of Pakistan, 144A, 6.875%, 12/5/2027

    200,000       181,150  

Ivory Coast Government International Bond, 144A, 5.375%, 7/23/2024

    200,000       183,408  

Kingdom of Bahrain, 144A, 6.125%, 8/1/2023

    400,000       407,494  

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

    MXN 9,363,607       441,809  

Oman Government International Bond, 144A, 4.75%, 6/15/2026

    600,000       518,724  

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

    300,000       314,982  
 

 

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

 

Deutsche DWS Variable Series II —

DWS Global Income Builder VIP

  |   13


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

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

    400,000       219,204  

Republic of Ecuador, 144A, 8.75%, 6/2/2023

    200,000       186,500  

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

    HUF 16,900,000       62,132  

Republic of Kenya, 144A,
6.875%, 6/24/2024

    400,000       375,500  

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

    350,000       313,824  

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

    200,000       176,548  

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

    400,000       388,128  

Republic of Sri Lanka, 144A, 5.75%, 1/18/2022

    200,000       188,034  

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

    500,000       357,480  

State of Qatar, 144A,
3.25%, 6/2/2026

    400,000       386,282  

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

    MXN 13,525,200       581,367  
   

 

 

 
      5,826,861  
U.S. Treasury Obligations 2.1%

 

U.S. Treasury Bonds,
3.0%, 2/15/2048

    20,000       19,893  

U.S. Treasury Inflation Indexed Note, 0.625%, 4/15/2023

    2,570,526       2,527,817  
   

 

 

 
              2,547,710  

Total Government & Agency Obligations
(Cost $10,510,129)

 

    10,064,681  
Convertible Bond 0.2%    
Materials    

GEO Specialty Chemicals, Inc., 3-month USD-LIBOR + 14.0%, 16.707%**PIK, 10/18/2025 (b) (Cost $254,327)

    255,666       275,864  
    Principal
Amount ($)(c)
    Value ($)  
Short-Term U.S. Treasury Obligations 2.8%

 

U.S. Treasury Bills:

   

2.362%***, 8/15/2019 (e)

    1,750,000       1,722,479  

2.573%***, 10/10/2019 (f)

    1,160,000       1,137,194  

2.573%***, 10/10/2019 (f)

    500,000       490,170  

Total Short-Term U.S. Treasury Obligations (Cost $3,350,593)

 

    3,349,843  
    Shares     Value ($)  
Exchange-Traded Fund 3.3%

 

 

iShares JP Morgan USD Emerging Markets Bond ETF

    8,884       923,136  

SPDR Bloomberg Barclays Convertible Securities ETF

    64,000       2,994,560  

Total Exchange-Traded Funds (Cost $4,337,185)

      3,917,696  
Securities Lending Collateral 1.7%

 

DWS Government & Agency Securities Portfolio “DWS Government Cash Institutional Shares”, 2.29% (g) (h)
(Cost $2,070,696)

    2,070,696       2,070,696  
Cash Equivalents 1.9%

 

DWS Central Cash Management Government Fund, 2.41% (g) (Cost $2,297,660)

    2,297,660       2,297,660  
    % of Net
Assets
    Value ($)  

Total Investment Portfolio
(Cost $120,338,548)

    100.9       120,725,336  
Other Assets and Liabilities, Net     (0.9     (1,104,826
Net Assets     100.0       119,620,510  
 

 

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

 

  14     |  

Deutsche Variable Series II —

DWS Global Income Builder VIP


Table of Contents

A summary of the Fund’s transactions with affiliated investments during the year ended December 31, 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 ($)
    Number of
Shares
at
12/31/2018
    Value ($)
at
12/31/2018
 

Securities Lending Collateral 1.7%

 

DWS Government & Agency Securities Portfolio “DWS Government Cash Institutional Shares”, 2.29% (g) (h)

 

3,253,298           1,182,602 (i)                  55,330             2,070,696       2,070,696  

Cash Equivalents 1.9%

 

DWS Central Cash Management Government Fund, 2.41% (g)

 

1,616,434     89,965,099       89,283,873                   77,113             2,297,660       2,297,660  
4,869,732     89,965,099       90,466,475                   132,443             4,368,356       4,368,356  

 

*

Non-income producing security.

 

**

Variable or floating rate security. These securities are shown at their current rate as of December 31, 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 December 31, 2018 amounted to $1,975,245, which is 1.7% 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 December 31, 2018, this security has been pledged, in whole or in part, to cover initial margin requirements for open futures contracts.

 

(f)

At December 31, 2018, this security has been pledged, in whole or in part, to cover initial margin requirements for open centrally cleared swap contracts.

 

(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.

 

(i)

Represents the net increase (purchase cost) or decrease (sales proceeds) in the amount invested for the year ended December 31, 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

CJSC: Closed Joint Stock Company

CLO: Collateralized Loan Obligation

EURIBOR: Euro Interbank Offered Rate

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

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.

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

S&P: Standard & Poor’s

SPDR: Standard & Poor’s Depositary Receipt

 

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

 

Deutsche DWS Variable Series II —

DWS Global Income Builder VIP

  |   15


Table of Contents

At December 31, 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       3/20/2019       28        3,332,055        3,416,438        84,383  
3 Month Euro Euribor Interest Rate     EUR       12/16/2019       2        574,110        574,307        197  
3 Month Euro Swiss Franc (Euroswiss) Interest Rate     CHF       12/16/2019       2        512,008        512,005        (3
3 Month Euroyen     JPY       12/16/2019       2        455,825        455,819        (6
3 Month Sterling (Short Sterling) Interest Rate     GBP       12/18/2019       3        472,602        472,669        67  
90 Day Eurodollar Time Deposit     USD       12/16/2019       2        484,755        486,750        1,995  
ASX 90 Day Bank Accepted Bills     AUD       12/12/2019       3        2,102,634        2,103,351        717  
MSCI Mini Emerging Market Index     USD       3/15/2019       72        3,515,938        3,480,480        (35,458
MSCI World Index     USD       3/15/2019       88        4,878,867        4,746,720        (132,147
S&P 500 E-Mini Index     USD       3/15/2019       46        5,836,456        5,761,960        (74,496
Ultra 10 Year U.S. Treasury Note     USD       3/20/2019       69        8,699,627        8,975,391        275,764  
Total net unrealized appreciation                                                121,013  

At December 31, 2018, open futures contracts sold were as follows:

 

Futures   Currency     Expiration
Date
    Contracts      Notional
Amount ($)
     Notional
Value ($)
     Unrealized
Depreciation ($)
 
2 Year U.S. Treasury Note     USD       3/29/2019       41        8,695,367        8,704,813        (9,446
5 Year U.S. Treasury Note     USD       3/29/2019       81        9,147,341        9,289,688        (142,347
Euro-Schatz     EUR       3/7/2019       81        10,382,982        10,388,673        (5,691
U.S. Treasury Long Bond     USD       3/20/2019       11        1,531,982        1,606,000        (74,018
Ultra Long U.S. Treasury Bond     USD       3/20/2019       10        1,522,087        1,606,562        (84,475
Total net unrealized depreciation                                                (315,977

At December 31, 2018, open credit default swap contracts purchased were as follows:

 

Centrally Cleared Swaps  
Underlying Reference
Obligation
  Fixed Cash
Flows Paid/
Frequency
    Expiration
Date
    Notional
Amount
  Currency   Value ($)     Upfront
Payments
(Received) ($)
    Unrealized
Appreciation ($)
 
iTRAXX Europe Series 29    
1.0%/
Quarterly
 
 
    6/20/2023     3,000,000   EUR     (33,896)       (55,355)       21,459  
Markit CDX North America
Investment Grade Index
   
1.0%/
Quarterly
 
 
    6/20/2023     3,000,000   USD     (25,039)       (48,320)       23,281  
Total unrealized appreciation                                       44,740  

At December 31, 2018, open credit default swap contracts sold were as follows:

 

Centrally Cleared Swaps  
Underlying Reference
Obligation
  Fixed Cash
Flows Received/
Frequency
    Expiration
Date
    Notional
Amount (j)
  Currency   Value ($)     Upfront
Payments
Paid ($)
    Unrealized
Depreciation ($)
 
iTRAXX Europe Crossover
Series 29
   
5.0%/
Quarterly
 
 
    6/20/2023     1,500,000   EUR     104,586       146,287       (41,701)  
Markit CDX North America
High Yield Index
   
5.0%/
Quarterly
 
 
    12/20/2023     2,800,000   USD     60,691       194,369       (133,678)  
Markit CDX North America
High Yield Index
   
5.0%/
Quarterly
 
 
    6/20/2023     6,300,000   USD     201,400       378,118       (176,718)  
Total unrealized depreciation                                       (352,097)  

 

(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 underlying referenced obligation or net amounts received from the settlement of buy protection credit default swap contracts entered into by the Fund for the same underlying referenced obligation, if any.

 

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

 

  16     |  

Deutsche DWS Variable Series II —

DWS Global Income Builder VIP


Table of Contents

At December 31, 2018, open interest rate swap contracts were as follows:

 

Centrally Cleared Swaps  
Cash Flows
Paid by
the Fund
  Cash Flows
Received by
the Fund
  Effective/
Expiration
Date
  Notional
Amount ($)
  Currency   Value ($)     Upfront
Payments
Paid/
(Received) ($)
    Unrealized
Appreciation/
(Depreciation) ($)
 
Fixed —2.75% Semi-Annually   Floating — 3-Month LIBOR Quarterly   12/14/2018
12/14/2020
  500,000   USD     (773)       1,075       (1,848)  
Floating — 3-Month LIBOR Quarterly   Fixed — 2.75% Semi-Annually   12/14/2018
12/14/2023
  10,500,000   USD     82,901       (75,197)       158,098  
Fixed — 3.00%
Semi-Annually
  Floating — 3-Month LIBOR Semi-Annually   12/14/2018
12/14/2028
  11,800,000   USD     (283,882)       (36,781)       (247,101)  
Floating — 3-
Month LIBOR Quarterly
  Fixed — 3.261% Semi-Annually   03/20/2018
3/20/2049
  3,600,000   USD     289,808             289,808  
Total net unrealized appreciation                             198,957  

LIBOR: London Interbank Offered Rate; 3-month LIBOR rate as of December 31, 2018 is 2.808%.

As of December 31, 2018, the Fund had the following open forward foreign currency contracts:

 

Contracts to Deliver     In Exchange For     Settlement
Date
    Unrealized
Appreciation ($)
    Counterparty
EUR     5,630,000     USD     6,509,181       1/9/2019       55,425     Credit Agricole
USD     592,285     CNY     4,127,612       1/9/2019       8,921     Credit Agricole
GBP     1,912,600     USD     2,518,124       1/9/2019       79,603     Credit Agricole
MXN     12,800,000     USD     655,779       1/23/2019       6,359     State Street Bank and Trust
AUD     575,000     USD     416,110       2/19/2019       10,752     Australia and New Zealand Banking Group Ltd.
Total unrealized appreciation                     161,060      
Contracts to Deliver     In Exchange For     Settlement
Date
    Unrealized
Depreciation ($)
    Counterparty
EUR     2,500,000     USD     2,864,662       1/9/2019       (1,126)     Credit Agricole
CNY     8,279,820     USD     1,191,129       1/9/2019       (14,865)     Toronto-Dominion Bank
JPY     424,934,000     USD     3,760,484       1/9/2019       (117,099)     Morgan Stanley
USD     6,536,554     EUR     5,650,300       1/9/2019       (59,528)     Credit Agricole
EUR     980,000     USD     1,120,045       2/28/2019       (8,048)     JPMorgan Chase Securities, Inc.
Total unrealized depreciation                     (200,666)      

Currency Abbreviations

 

AUD

Australian Dollar

CHF

Swiss Franc

CNY

Chinese Yuan

EUR

Euro

GBP

British Pound

HUF

Hungarian Forint

JPY

Japanese Yen

MXN

Mexican Peso

USD

United States Dollar

 

 

For information on the Fund’s policy and additional disclosures regarding futures 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.

 

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 December 31, 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)                    

Communication Services

     $ 4,550,972        $ 2,406,378        $        $ 6,957,350  

Consumer Discretionary

       4,252,812          2,471,959                   6,724,771  

Consumer Staples

       3,926,555          1,202,770                   5,129,325  

Energy

       3,384,704          1,994,798                   5,379,502  

Financials

       4,721,236          4,739,331                   9,460,567  

Health Care

       4,661,040          2,234,943                   6,895,983  

Industrials

       3,200,990          3,146,632                   6,347,622  

Information Technology

       9,806,852          1,018,774                   10,825,626  

Materials

       469,924          262,935          18,218          751,077  

Real Estate

       3,159,530          537,606                   3,697,136  

Utilities

       2,980,459          556,615                   3,537,074  
Preferred Stocks (k)        6,931,662                            6,931,662  
Warrant                          4,191          4,191  
Fixed Income Investments (k)                    

Corporate Bonds

                15,500,030                   15,500,030  

Asset-Backed

                6,926,386                   6,926,386  

Mortgage-Backed Securities Pass-Throughs

                20,434                   20,434  

Commercial Mortgage-Backed Securities

                1,521,976                   1,521,976  

Collateralized Mortgage Obligations

                2,138,184                   2,138,184  

Government & Agency Obligations

                10,064,681                   10,064,681  

Convertible Bond

                         275,864          275,864  

Short-Term U.S. Treasury Obligations

                3,349,843                   3,349,843  
Exchange-Traded Funds        3,917,696                            3,917,696  
Short-Term Investments (k)        4,368,356                            4,368,356  
Derivatives (l)                    

Futures Contracts

       363,123                            363,123  

Credit Default Swap Contracts

                44,740                   44,740  

Interest Rate Swap Contracts

                447,906                   447,906  

Forward Foreign Currency Contracts

                161,060                   161,060  
Total      $ 60,695,911        $ 60,747,981        $ 298,273        $ 121,742,165  
Liabilities      Level 1        Level 2        Level 3        Total  
Derivatives (l)                    

Futures Contracts

     $ (558,087      $        $        $ (558,087

Credit Default Swap Contracts

                (352,097                 (352,097

Interest Rate Swap Contracts

                (248,949                 (248,949

Forward Foreign Currency Contracts

                (200,666                 (200,666
Total      $ (558,087      $ (801,712      $        $ (1,359,799

 

(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 and forward foreign currency contracts.

 

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

 

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Statement of Assets and Liabilities

 

as of December 31, 2018        
Assets        
Investments in non-affiliated securities, at value (cost $115,970,192) — including $1,975,245 of securities loaned   $ 116,356,980  
Investment in DWS Government & Agency Securities Portfolio (cost $2,070,696)*     2,070,696  
Investment in DWS Central Cash Management Government Fund (cost $2,297,660)     2,297,660  
Cash     321,921  
Foreign currency, at value (cost $151,246)     148,589  
Receivable for investments sold     4,457  
Receivable for Fund shares sold     3,488  
Dividends receivable     191,821  
Interest receivable     456,991  
Receivable for variation margin on futures contracts     45,247  
Receivable for variation margin on centrally cleared swaps     30,961  
Unrealized appreciation on forward foreign currency contracts     161,060  
Foreign taxes recoverable     102,484  
Other assets     3,381  
Total assets     122,195,736  
Liabilities

 

Payable upon return of securities loaned     2,070,696  
Payable for Fund shares redeemed     90,369  
Unrealized depreciation on forward foreign currency contracts     200,666  
Accrued management fee     20,278  
Accrued Trustees’ fees     4,311  
Other accrued expenses and payables     188,906  
Total liabilities     2,575,226  
Net assets, at value   $ 119,620,510  
Net Assets Consist of

 

Distributable earnings (loss)     5,097,556  
Paid-in capital     114,522,954  
Net assets, at value   $ 119,620,510  
Net Asset Value

 

Class A

 

Net Asset Value, offering and redemption price per share ($119,611,105 ÷ 5,608,755 outstanding shares of beneficial interest, no par value, unlimited number of shares authorized)   $ 21.33  

Class B

 

Net Asset Value, offering and redemption price per share ($9,405 ÷ 441.5 outstanding shares of beneficial interest, no par value, unlimited number of shares authorized)   $ 21.30  

 

*

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 year ended December 31, 2018

 

Investment Income        
Income:

 

Dividends (net of foreign taxes withheld of $151,631)   $ 3,463,738  
Interest (net of foreign taxes withheld of $4,993)     1,897,129  
Income distributions — DWS Central Cash Management Government Fund     77,113  
Securities lending income, net of borrower rebates     55,330  
Total income     5,493,310  
Expenses:

 

Management fee     505,792  
Administration fee     136,700  
Services to Shareholders     1,227  
Distribution service fees (Class B)     17  
Custodian fee     65,510  
Professional fees     114,255  
Reports to shareholders     66,530  
Trustees’ fees and expenses     10,190  
Other     48,519  
Total expenses before expense reductions     948,740  
Expense reductions     (18,283
Total expenses after expense reductions     930,457  
Net investment income     4,562,853  
Realized and Unrealized Gain (Loss)

 

Net realized gain (loss) from:

 

Investments     2,283,676  
Swap contracts     1,886,394  
Futures     (2,804,146
Written options     362,589  
Forward foreign currency contracts     464,627  
Foreign currency     8,195  
      2,201,335  
Change in net unrealized appreciation (depreciation) on:  
Investments     (14,985,048
Swap contracts     (1,284,644
Futures     (849,276
Forward foreign currency contracts     191,206  
Foreign currency     (1,851
      (16,929,613
Net gain (loss)     (14,728,278
Net increase (decrease) in net assets resulting from operations   $ (10,165,425

 

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

 

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Statements of Changes in Net Assets

 

    Years Ended December 31,  
Increase (Decrease) in Net Assets   2018     2017  
Operations:    
Net investment income   $ 4,562,853     $ 5,099,423  
Net realized gain (loss)     2,201,335       18,938,450  
Change in net unrealized appreciation (depreciation)     (16,929,613     3,377,582  
Net increase (decrease) in net assets resulting from operations     (10,165,425     27,415,455  
Distributions to shareholders:

 

Class A

    (17,909,607     (5,628,068 )* 
Fund share transactions:    

Class A

 

Proceeds from shares sold     2,336,008       3,259,753  
Reinvestment of distributions     17,909,607       5,628,068  
Payments for shares redeemed     (19,079,316     (69,176,010
Net increase (decrease) in net assets from Class A share transactions     1,166,299       (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     (26,898,733     (38,500,802
Net assets at beginning of year     146,519,243       185,020,239  
Net assets at end of year     119,620,510       146,519,243 *** 
Other Information

 

Class A

 

Shares outstanding at beginning of period     5,517,134       7,873,905  
Shares sold     97,250       130,993  
Shares issued to shareholders in reinvestment of distributions     796,691       233,530  
Shares redeemed     (802,320     (2,721,294
Net increase (decrease) in Class A shares     91,621       (2,356,771
Shares outstanding at end of period     5,608,755       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 **       

 

*

Includes distributions from net investment income.

**

For the period from May 1, 2018 (commencement of operations of Class B) to December 31, 2018.

***

Includes undistributed net investment income of $4,363,984.

 

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

 

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Financial Highlights

 

   

Years Ended December 31,

 
Class A  

2018

    2017     2016     2015     2014  
Selected Per Share Data                                        
Net asset value, beginning of period   $ 26.56     $ 23.50     $ 22.93     $ 24.62     $ 27.30  
Income (loss) from investment operations:          

Net investment incomea

    .80       .71       .61       .68       .72  

Net realized and unrealized gain (loss)

    (2.67     3.10       .91       (.97     .25  

Total from investment operations

    (1.87     3.81       1.52       (.29     .97  
Less distributions from:          

Net investment income

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

Net realized gains

    (2.38                 (.64     (2.80

Total distributions

    (3.36     (.75     (.95     (1.40     (3.65
Net asset value, end of period   $ 21.33     $ 26.56     $ 23.50     $ 22.93     $ 24.62  
Total Return (%)     (7.66 )b      16.54       6.81       (1.44 )b      3.83  
Ratios to Average Net Assets and Supplemental Data                                        
Net assets, end of period ($ millions)     120       147       185       202       247  
Ratio of expenses before expense reductions (%)c     .69       .63       .62       .60       .62  
Ratio of expenses after expense reductions (%)c     .68       .63       .62       .58       .62  
Ratio of net investment income (loss) (%)     3.34       2.85       2.66       2.85       2.83  
Portfolio turnover rate (%)     70       122       135       92       88  

 

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.

 

   

Period

Ended

 
Class B   12/31/18a  
Selected Per Share Data        
Net asset value, beginning of period   $ 22.65  
Income (loss) from investment operations:  

Net investment incomeb

    .50  

Net realized and unrealized gain (loss)

    (1.85

Total from investment operations

    (1.35
Net asset value, end of period   $ 21.30  
Total Return (%)c     (5.96 )** 
Ratios to Average Net Assets and Supplemental Data        
Net assets, end of period ($ thousands)     9  
Ratio of expenses before expense reductions (%)d     1.15
Ratio of expenses after expense reductions (%)d     .86
Ratio of net investment income (loss) (%)     3.30
Portfolio turnover rate (%)     70 e  

 

a 

For the period from May 1, 2018 (commencement of operations) to December 31, 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 year ended December 31, 2018.

 

* 

Annualized

 

** 

Not annualized

 

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

 

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Notes to Financial Statements    

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.

In October 2018, the Securities and Exchange Commission adopted amendments to certain disclosure requirements in Securities Act Release No. 33-10532, Disclosure Update and Simplification, which is intended to facilitate the disclosure of information to investors and simplify compliance without significantly altering the total mix of information provided to investors. Effective with the current reporting period, the Fund adopted the amendments with the impacts being that the Fund is no longer required to present components of distributable earnings on the Statement of Assets and Liabilities or the sources of distributable earnings and the amount of undistributed net investment income on the Statements of Changes in Net Assets.

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.

 

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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.

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 year ended December 31, 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 December 31, 2018, the Fund invested the cash collateral in DWS Government & Agency Securities Portfolio. DWS Investment Management Americas, Inc. receives a management/administration fee (0.12% annualized effective rate as of December 31, 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

 

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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 December 31, 2018, the Fund had securities on loan, which were classified as common stocks and corporate bonds 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 December 31, 2018  
     Overnight
and
Continuous
    <30 days     Between 30
& 90 days
    >90 days     Total  

Securities Lending Transactions

         
Common Stocks   $ 516,311     $     $     $     $ 516,311  
Corporate Bonds     1,554,385                       —                       —                       —       1,554,385  
Total Borrowings   $ 2,070,696     $     $     $     $ 2,070,696  

Gross amount of recognized liabilities for securities lending transactions:

 

      $ 2,070,696  

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.

The Fund has reviewed the tax positions for the open tax years as of December 31, 2018 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

 

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periodically make reclassifications among certain of its capital accounts without impacting the net asset value of the Fund.

At December 31, 2018, the Fund’s components of distributable earnings on a tax basis were as follows:

 

Undistributed ordinary income*   $ 4,970,065  
Unrealized appreciation (depreciation) on investments   $ 111,511  

At December 31, 2018, the aggregate cost of investments for federal income tax purposes was $120,776,965. The net unrealized appreciation for all investments based on tax cost was $111,511. This consisted of aggregate gross unrealized appreciation for all investments in which there was an excess of value over tax cost of $8,870,517 and aggregate gross unrealized depreciation for all investments in which there was an excess of tax cost over value of $8,759,006.

In addition, the tax character of distributions paid by the Fund is summarized as follows:

 

    Years Ended December 31,  
     2018     2017  
Distributions from ordinary income*   $ 9,573,430     $ 5,628,068  
Distributions from long-term capital gains   $ 8,336,177     $  

 

*

For tax purposes, short-term capital gain distributions are considered ordinary income distributions.

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.

 

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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 year ended December 31, 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 December 31, 2018 is included in a table following the Fund’s Investment Portfolio. For the year ended December 31, 2018, the investment in interest rate swap contracts had a total notional amount generally indicative of a range from $26,400,000 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 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 year ended December 31, 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 December 31, 2018 is included in a table following the Fund’s Investment Portfolio. For the year ended December 31, 2018, the investment in credit default swap contracts purchased had a total USD equivalent notional value generally indicative of a range from $0 to approximately $6,483,000 and the investment in credit default swap contracts sold had a total USD equivalent notional value generally indicative of a range from approximately $4,800,000 to $10,842,000.

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 year ended December 31, 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.

There were no open total return swap contracts as of December 31, 2018. For the year ended December 31, 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 year ended December 31, 2018, the Fund entered into interest rate futures to gain exposure to different parts of the

 

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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 December 31, 2018 is included in a table following the Fund’s Investment Portfolio. For the year ended December 31, 2018, the investment in futures contracts purchased had a total notional value generally indicative of a range from approximately $22,633,000 to $36,672,000, and the investment in futures contracts sold had a total notional value generally indicative of a range from approximately $24,751,000 to $39,926,000.

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 year ended December 31, 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.

There were no open written or purchased option contracts as of December 31, 2018. For the year ended December 31, 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 year ended December 31, 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

 

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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 December 31, 2018 is included in a table following the Fund’s Investment Portfolio. For the year ended December 31, 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 $3,261,000 to $22,565,000.

The following tables summarize the value of the Fund’s derivative instruments held as of December 31, 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  
Credit Contracts (a)   $     $ 44,740     $     $ 44,740  
Interest Rate Contracts (a)           447,906       363,123       811,029  
Foreign Exchange Contracts (b)     161,060                   161,060  
    $ 161,060     $ 492,646     $ 363,123     $ 1,016,829  

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
    Swap
Contracts
    Futures
Contracts
    Total  
Equity Contracts (c)   $     $     $ (242,101   $ (242,101
Credit Contracts (c)           (352,097           (352,097
Interest Rate Contracts (c)           (248,949     (315,986     (564,935
Foreign Exchange Contracts (d)     (200,666                 (200,666
    $ (200,666   $ (601,046   $ (558,087   $ (1,359,799

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)

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 year ended December 31, 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)   $     $     $ 1,117,765     $ (2,015,444   $ (897,679
Credit Contracts (e)                 336,162             336,162  
Interest Rate Contracts (e)     362,589             432,467       (788,702     6,354  
Foreign Exchange Contracts (f)           464,627                   464,627  
    $ 362,589     $ 464,627     $ 1,886,394     $ (2,804,146   $ (90,536

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)

  Forward
Contracts
    Swap
Contracts
    Futures
Contracts
    Total  
Equity Contracts (g)   $     $ (917,067   $ (888,521   $ (1,805,588
Credit Contracts (g)           (452,207           (452,207
Interest Rate Contracts (g)           84,630       39,245       123,875  
Foreign Exchange Contracts (h)     191,206                   191,206  
    $ 191,206     $ (1,284,644   $ (849,276   $ (1,942,714

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

 

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As of December 31, 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
 
Australia and New Zealand Banking Group Ltd.   $ 10,752     $     $     $ 10,752  
Credit Agricole     143,949       (60,654           83,295  
State Street Bank and Trust     6,359                   6,359  
    $ 161,060     $ (60,654   $     $ 100,406  

 

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
 
Credit Agricole   $ 60,654     $ (60,654   $     $  
JPMorgan Chase Securities, Inc.     8,048                   8,048  
Morgan Stanley     117,099                   117,099  
Toronto-Dominion Bank     14,865                   14,865  
    $ 200,666     $ (60,654   $     $ 140,012  

C. Purchases and Sales of Securities

During the year ended December 31, 2018, purchases and sales of investment transactions, excluding short-term investments, were as follows:

 

     Purchases     Sales  
Non-U.S. Treasury Obligations   $ 84,428,247     $ 96,662,567  
U.S. Treasury Obligations   $ 3,248,315     $ 1,699,308  

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.

DWS Alternatives Global Limited (formerly Deutsche Alternative Asset Management (Global) Limited), 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 DWS Alternatives Global Limited, DIMA, not the Fund, compensates DWS Alternatives Global Limited for the services it provides to the Fund.

 

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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 year ended December 31, 2018, the fee pursuant to the Investment Management Agreement was equivalent to an annual 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 had 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 October 1, 2018 through September 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 A shares at 0.73%.

Effective May 1, 2018 (commencement of operations) through September 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 year ended December 31, 2018, fees waived and/or expenses reimbursed for each class are as follows:

 

Class A   $ 18,264  
Class B     19  
    $ 18,283  

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 year ended December 31, 2018, the Administration Fee was $136,700, of which $10,420 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 December 31, 2018, the Distribution Service Fee was as follows:

 

Distribution Fee   Total
Aggregated
    Unpaid at
December 31, 2018
 
Class B   $ 17     $ 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 year ended December 31, 2018 and for the period from May 1, 2018 (commencement of operations) through December 31, 2018 for Class B shares, the amounts charged to the Fund by DSC were as follows:

 

Services to Shareholders   Total
Aggregated
    Unpaid at
December 31, 2018
 
Class A   $ 533     $ 179  
Class B     14       11  
    $ 547     $ 190  

 

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Typesetting and Filing Service Fees. Under an agreement with the Fund, DIMA is compensated for providing certain pre-press and regulatory filing services to the Fund. For the year ended December 31, 2018, the amount charged to the Fund by DIMA included in the Statement of Operations under “Reports to shareholders” aggregated $10,630, of which $3,902 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 to each committee Chairperson.

Affiliated Cash Management Vehicles. The Fund may invest uninvested cash balances in DWS Central Cash Management Government Fund and DWS ESG Liquidity 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 ESG Liquidity 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 ESG Liquidity 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 ESG Liquidity Fund.

Securities Lending Agent Fees. Deutsche Bank AG serves as securities lending agent for the Fund. For the year ended December 31, 2018, the Fund incurred securities lending agent fees to Deutsche Bank AG in the amount of $4,151.

E. Ownership of the Fund

At December 31, 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 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 December 31, 2018.

 

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Report of Independent Registered Public Accounting Firm

To the Board of Trustees of Deutsche DWS Variable Series II and Shareholders of DWS Global Income Builder VIP:

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of DWS Global Income Builder VIP (formerly Deutsche Global Income Builder VIP) (the “Fund”) (one of the funds constituting Deutsche DWS Variable Series II (formerly Deutsche Variable Series II)) (the “Trust”), including the investment portfolio, as of December 31, 2018, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting Deutsche DWS Variable Series II) at December 31, 2018, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust’s internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2018, by correspondence with the custodian and brokers. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

LOGO

We have served as the auditor of one or more investment companies in the DWS family of funds since at least 1979, but we are unable to determine the specific year.

Boston, Massachusetts

February 14, 2019

 

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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 (July 1, 2018 to December 31, 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 December 31, 2018         
Actual Fund Return   Class A     Class B  
Beginning Account Value 7/1/18   $ 1,000.00     $ 1,000.00  
Ending Account Value 12/31/18   $ 941.30     $ 940.40  
Expenses Paid per $1,000*   $ 3.47     $ 4.21  
Hypothetical 5% Fund Return   Class A     Class B  
Beginning Account Value 7/1/18   $ 1,000.00     $ 1,000.00  
Ending Account Value 12/31/18   $ 1,021.63     $ 1,020.87  
Expenses Paid per $1,000*   $ 3.62     $ 4.38  

 

*

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 184 (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     .71     .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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Tax Information   (Unaudited)

Pursuant to Section 852 of the Internal Revenue Code, the Fund designates $33,000 as capital gain dividends for its year ended December 31, 2018.

For corporate shareholders, 11% of the ordinary dividends (i.e., income dividends plus short-term capital gains) paid during the Fund’s fiscal year ended December 31, 2018 qualified for the dividends received deduction.

Please consult a tax advisor if you have questions about federal or state income tax laws, or on how to prepare your tax returns. If you have specific questions about your account, please contact your insurance provider.

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 DWS Global Income Builder VIP’s (the “Fund”) investment management agreement (the “Agreement”) with DWS Investment Management Americas, Inc. (“DIMA”) and sub-advisory agreement (the “Sub-Advisory Agreement” and together with the Agreement, the “Agreements”) between DIMA and Deutsche Alternative Asset Management (Global) Limited (now known as DWS Alternatives Global Limited) (“DAAM Global”), an affiliate of DIMA, in September 2018.

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 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. DIMA and DAAM Global are part of DWS Group GmbH & Co. KGaA (“DWS Group”). DWS Group 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. In 2018, approximately 20% of DWS Group’s shares were sold in an initial public offering, with Deutsche Bank AG owning the remaining shares.

As part of the contract review process, the Board carefully considered the fees and expenses of each DWS 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 Agreements, including the scope of advisory services provided under the Agreements. The Board noted that, under the Agreements, 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

 

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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 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, 2017, the Fund’s performance (Class A shares) was in the 1st 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 outperformed its benchmark in the one-, three- and five-year periods ended December 31, 2017.

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 lower than the median (1st quartile) of the applicable Broadridge peer group (based on Broadridge data provided as of December 31, 2017). With respect to the sub-advisory fee paid to DAAM Global, the Board noted that the fee is paid by DIMA out of its fee and not directly by the Fund. 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, 2017, and analyzing Broadridge expense universe Class A (net) expenses less any applicable 12b-1 fees). 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 DWS U.S. registered fund (“DWS Funds”) and considered differences between the Fund and the comparable DWS 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 (“DWS Europe Funds”) managed by DWS Group. The Board noted that DIMA indicated that DWS Group does not manage any institutional accounts or DWS 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 DWS 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 DWS 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 or “fall-out” 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

 

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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 DWS 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 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 and (ii) the substantial commitment of resources by DIMA and its affiliates to compliance matters, including the retention of compliance personnel.

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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Board Members and Officers

The following table presents certain information regarding the Board Members and Officers of the Fund. Each Board Member’s year of birth is set forth in parentheses after his or her name. Unless otherwise noted, (i) each Board Member has engaged in the principal occupation(s) noted in the table for at least the most recent five years, although not necessarily in the same capacity; and (ii) the address of each Independent Board Member is c/o Keith R. Fox, DWS Funds Board Chair, c/o Thomas R. Hiller, Ropes & Gray LLP, Prudential Tower, 800 Boylston Street, Boston, MA 02199-3600. Except as otherwise noted below, the term of office for each Board Member is until the election and qualification of a successor, or until such Board Member sooner dies, resigns, is removed or as otherwise provided in the governing documents of the Fund. Because the Fund does not hold an annual meeting of shareholders, each Board Member will hold office for an indeterminate period. The Board Members may also serve in similar capacities with other funds in the fund complex.

 

Independent Board Members            
Name, Year of Birth,
Position with the Fund and
Length of Time Served1
  Business Experience and Directorships During the Past Five Years   Number of
Funds in
DWS Fund
Complex
Overseen
    Other
Directorships
Held by Board
Member

Keith R. Fox, CFA (1954)

 

Chairperson since 2017, and Board Member since 1996

  Managing General Partner, Exeter Capital Partners (a series of private investment funds) (since 1986). Directorships: Progressive International Corporation (kitchen goods importer and distributor); The Kennel Shop (retailer); former Chairman, National Association of Small Business Investment Companies; former Directorships: BoxTop Media Inc. (advertising); Sun Capital Advisers Trust (mutual funds) (2011–2012)     82    

John W. Ballantine (1946)

 

Board Member since 1999

  Retired; formerly, Executive Vice President and Chief Risk Management Officer, First Chicago NBD Corporation/The First National Bank of Chicago (1996–1998); Executive Vice President and Head of International Banking (1995–1996); former Directorships: Director and former Chairman of the Board, Healthways, Inc.2 (population well-being and wellness services) (2003–2014); Stockwell Capital Investments PLC (private equity); Enron Corporation; FNB Corporation; Tokheim Corporation; First Oak Brook Bancshares, Inc. and Oak Brook Bank; Prisma Energy International; Public Radio International. Not-for-Profit Director, Trustee: Palm Beach Civic Association; Window to the World Communications (public media); Harris Theater for Music and Dance (Chicago); Life Director of Hubbard Street Dance Chicago     82     Portland
General
Electric2
(utility
company)
(2003–
present)

Henry P. Becton, Jr. (1943)

 

Board Member since 1990

  Vice Chair and former President, WGBH Educational Foundation. Directorships: Public Radio International; Public Radio Exchange (PRX); The Pew Charitable Trusts (charitable organization); Massachusetts Humane Society; Overseer of the New England Conservatory; former Directorships: Becton Dickinson and Company2 (medical technology company); Belo Corporation2 (media company); The PBS Foundation; Association of Public Television Stations; Boston Museum of Science; American Public Television; Concord Academy; New England Aquarium; Mass. Corporation for Educational Telecommunications; Committee for Economic Development; Public Broadcasting Service; Connecticut College; North Bennett Street School (Boston); American Documentary, Inc. (public media)     82    

Dawn-Marie Driscoll (1946)

 

Board Member since 1987

  Emeritus Executive Fellow, Center for Business Ethics, Bentley University; formerly: President, Driscoll Associates (consulting firm); Partner, Palmer & Dodge (law firm) (1988–1990); Vice President of Corporate Affairs and General Counsel, Filene’s (retail) (1978–1988). Directorships: Advisory Board, Center for Business Ethics, Bentley University; Trustee and former Chairman of the Board, Southwest Florida Community Foundation (charitable organization); former Directorships: ICI Mutual Insurance Company (2007–2015); Sun Capital Advisers Trust (mutual funds) (2007–2012), Investment Company Institute (audit, executive, nominating committees) and Independent Directors Council (governance, executive committees)     82    

Paul K. Freeman* (1950)

 

Board Member since 1993

  Consultant, World Bank/Inter-American Development Bank; Independent Directors Council (former chair); Investment Company Institute (executive committee); Adjunct Professor, University of Denver Law School (2017–present); formerly: Chairman of Education Committee of Independent Directors Council; Project Leader, International Institute for Applied Systems Analysis (1998–2001); Chief Executive Officer, The Eric Group, Inc. (environmental insurance) (1986–1998); Directorships: Knoebel Institute for Healthy Aging, University of Denver (2017–present); former Directorships: Prisma Energy International; Denver Zoo Foundation (2012–2018)     82    

 

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Name, Year of Birth,
Position with the Fund and
Length of Time Served1
  Business Experience and Directorships During the Past Five Years   Number of
Funds in
DWS Fund
Complex
Overseen
    Other
Directorships
Held by Board
Member

Richard J. Herring (1946)

 

Board Member since 1990

  Jacob Safra Professor of International Banking and Professor of Finance, The Wharton School, University of Pennsylvania (since July 1972); Director, The Wharton Financial Institutions Center (since 1994); formerly: Vice Dean and Director, Wharton Undergraduate Division (1995–2000) and Director, The Lauder Institute of International Management Studies (2000–2006); Member FDIC Systemic Risk Advisory Committee since 2011, member Systemic Risk Council since 2012 and member of the Advisory Board at the Yale Program on Financial Stability since 2013; Formerly Co-Chair of the Shadow Financial Regulatory Committee (2003–2015), Executive Director of The Financial Economists Roundtable (2008–2015), Director of The Thai Capital Fund (2007–2013), Director of The Aberdeen Singapore Fund (2007–2018), and Nonexecutive Director of Barclays Bank DE (2010–2018)     82     Director,
Aberdeen
Japan Fund
(since 2007)

William McClayton (1944)

 

Board Member since 2004

  Private equity investor (since October 2009); previously, Managing Director, Diamond Management & Technology Consultants, Inc. (global consulting firm) (2001–2009); Directorship: Board of Managers, YMCA of Metropolitan Chicago; formerly: Senior Partner, Arthur Andersen LLP (accounting) (1966–2001); Trustee, Ravinia Festival     82    

Rebecca W. Rimel (1951)

 

Board Member since 1995

  President, Chief Executive Officer and Director, The Pew Charitable Trusts (charitable organization) (1994–present); formerly: Executive Vice President, The Glenmede Trust Company (investment trust and wealth management) (1983–2004); Board Member, Investor Education (charitable organization) (2004–2005); Trustee, Executive Committee, Philadelphia Chamber of Commerce (2001–2007); Director, Viasys Health Care2 (January 2007–June 2007); Trustee, Thomas Jefferson Foundation (charitable organization) (1994–2012)     82     Director,
Becton
Dickinson
and
Company2
(medical
technology
company)
(2012–
present);
Director,
BioTelemetry
Inc.2 (health
care) (2009–
present)

William N. Searcy, Jr. (1946)

 

Board Member since 1993

  Private investor since October 2003; formerly: Pension & Savings Trust Officer, Sprint Corporation2 (telecommunications) (November 1989–September 2003); Trustee, Sun Capital Advisers Trust (mutual funds) (1998–2012)     82    

Jean Gleason Stromberg (1943)

 

Board Member since 1997

  Retired. Formerly, Consultant (1997–2001); Director, Financial Markets U.S. Government Accountability Office (1996–1997); Partner, Norton Rose Fulbright, L.L.P. (law firm) (1978–1996); former Directorships: The William and Flora Hewlett Foundation (charitable organization) (2000–2015); Service Source, Inc. (nonprofit), Mutual Fund Directors Forum (2002–2004), American Bar Retirement Association (funding vehicle for retirement plans) (1987–1990 and 1994–1996)     82    

 

Officers4     

Name, Year of Birth,

Position with the Fund and

Length of Time Served5

  Business Experience and Directorships During the Past Five Years

Hepsen Uzcan6 (1974)

 

President and Chief Executive Officer, 2017–present

 

Assistant Secretary, 2013–present

  Managing Director,3 DWS; Secretary, DWS USA Corporation (since March 2018); Assistant Secretary, DWS Distributors, Inc. (since June 25, 2018); Director and Vice President, DWS Service Company (since June 25, 2018); Assistant Secretary, DWS Investment Management Americas, Inc. (since June 25, 2018); and Director and President, DB Investment Managers, Inc. (since June 25, 2018); formerly: Vice President for the Deutsche funds (2016–2017)

John Millette8 (1962)

 

Vice President and Secretary, 1999–present

  Director,3 DWS; Chief Legal Officer, DWS Investment Management Americas, Inc. (2015–present); and Director and Vice President, DWS Trust Company (2016–present); formerly: Secretary, Deutsche Investment Management Americas Inc. (2015–2017)

Diane Kenneally8,9 (1966)

 

Treasurer and Chief Financial Officer since 2018

  Director,3 DWS; formerly: Assistant Treasurer for the DWS funds (2007–2018)

Caroline Pearson8 (1962)

Chief Legal Officer, 2010–present

  Managing Director,3 DWS; formerly: Secretary, Deutsche AM Distributors, Inc. (2002–2017); and Secretary, Deutsche AM Service Company (2010–2017)

Scott D. Hogan8 (1970)

 

Chief Compliance Officer, 2016–present

  Director,3 DWS

 

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Name, Year of Birth,

Position with the Fund and

Length of Time Served5

  Business Experience and Directorships During the Past Five Years

Wayne Salit7 (1967)

 

Anti-Money Laundering Compliance Officer, 2014–present

  Director,3 Deutsche Bank; and AML Officer, DWS Trust Company; formerly: Managing Director, AML Compliance Officer at BNY Mellon (2011–2014); and Director, AML Compliance Officer at Deutsche Bank (2004–2011)

Sheila Cadogan8 (1966)

 

Assistant Treasurer, 2017–present

  Director,3 DWS; Director and Vice President, DWS Trust Company (since 2018)

Paul Antosca8 (1957)

 

Assistant Treasurer, 2007–present

  Director,3 DWS

 

1 

The length of time served represents the year in which the Board Member joined the board of one or more DWS funds currently overseen by the Board.

 

2 

A publicly held company with securities registered pursuant to Section 12 of the Securities Exchange Act of 1934.

 

3 

Executive title, not a board directorship.

 

4 

As a result of their respective positions held with the Advisor or its affiliates, these individuals are considered “interested persons” of the Advisor within the meaning of the 1940 Act. Interested persons receive no compensation from the Fund.

 

5 

The length of time served represents the year in which the officer was first elected in such capacity for one or more DWS funds.

 

6 

Address: 345 Park Avenue, New York, NY 10154.

 

7 

Address: 60 Wall Street, New York, NY 10005.

 

8 

Address: One International Place, Boston, MA 02110.

 

9 

Appointed Treasurer and Chief Financial Officer effective July 2, 2018.

 

*

Paul K. Freeman retired from the Board effective December 31, 2018.

The Fund’s Statement of Additional Information (“SAI”) includes additional information about the Board Members. The SAI is available, without charge, upon request. If you would like to request a copy of the SAI, you may do so by calling the following toll-free number: (800) 728-3337.

 

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Notes


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Notes


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LOGO  

VS2GIB-2 (R-025825-8 2/19)

 


Table of Contents

December 31, 2018

Annual Report

Deutsche DWS Variable Series II

(formerly Deutsche Variable Series II)

 

 

DWS Government & Agency Securities VIP

(formerly Deutsche Government & Agency Securities VIP)

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, you may not be receiving paper copies of the Fund’s shareholder reports from the insurance company that offers your contract unless you specifically request paper copies from your insurance company or from your financial intermediary. Instead, the shareholder reports will be made available on a Web site, and your insurance company will notify you by mail each time a report is posted and provide you with a Web site link to access the report. Instructions for requesting paper copies will be provided by your insurance company.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from your insurance company electronically by following the instructions provided by your insurance company.

You may elect to receive all future reports in paper free of charge from your insurance company. If your insurance company informs you that future reports will be delivered via Web access, you can inform your insurance company that you wish to continue receiving paper copies of your shareholder reports by following the instructions provided by your insurance company.

LOGO


Table of Contents

Contents

 

  3      Performance Summary
  4      Management Summary
  6      Portfolio Summary
  7      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
  22      Report of Independent Registered Public Accounting Firm
  23      Information About Your Fund’s Expenses
  24      Tax Information
  24      Proxy Voting
  25      Advisory Agreement Board Considerations and Fee Evaluation
  28      Board Members and Officers

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

 

  2     |  

Deutsche DWS Variable Series II —

DWS Government & Agency Securities VIP


Table of Contents
Performance Summary   December 31, 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

  

1-Year

  

3-Year

  

5-Year

  

10-Year

Class A

 

Growth of $10,000

   $10,055    $10,340    $10,885    $13,451
   

Average annual total return

   0.55%    1.12%    1.71%    3.01%

Bloomberg Barclays GNMA Index

 

Growth of $10,000

   $10,102    $10,451    $11,229    $13,653
   

Average annual total return

   1.02%    1.48%    2.35%    3.16%

DWS Government & Agency Securities VIP

  

1-Year

  

3-Year

  

5-Year

  

10-Year

Class B

 

Growth of $10,000

   $10,019    $10,230    $10,698    $13,004
   

Average annual total return

   0.19%    0.76%    1.36%    2.66%

Bloomberg Barclays GNMA Index

 

Growth of $10,000

   $10,102    $10,451    $11,229    $13,653
 

Average annual total return

   1.02%    1.48%    2.35%    3.16%

The growth of $10,000 is cumulative.

 

Deutsche DWS Variable Series II —

DWS Government & Agency Securities VIP

  |   3


Table of Contents
Management Summary   December 31, 2018 (Unaudited)

During the 12-month period ended December 31, 2018, the Fund provided a total return of 0.55% (Class A shares, unadjusted for contract charges) compared with the 1.02% return of its benchmark, the Bloomberg Barclays GNMA Index.

Against a backdrop of steady growth, strong corporate profits and arguably full employment, the bond markets in 2018 watched closely for any indications of an acceleration in inflation that could lead the U.S. Federal Reserve (the Fed) to push forward its timetable for returning interest rates to more historically normal levels. In early February, Treasury yields moved higher as hiring and wage growth data for January came in above expectations. March saw fears of a global trade war come to the forefront as the Trump administration announced plans to impose tariffs on steel and aluminum as well as on a wide range of imports coming from China. Risk sentiment would soon stabilize, as increasingly robust economic growth and corporate earnings data outweighed concerns over protectionist U.S. trade policy. However, the fourth quarter of 2018 witnessed declining prices for credit-oriented segments of the bond market as slowing growth overseas highlighted the downside risks of a global trade war. Notwithstanding the downturn in sentiment, the Fed continued to tighten monetary policy, raising its benchmark overnight lending rate in mid-December by a quarter point to the 2.25% to 2.50% range, the fourth such hike of 2018.

For the 12 months ended December 31, 2018, yields rose along the length of the U.S. Treasury yield curve and the curve flattened as increases on the front-end were more significant. To illustrate, the two-year Treasury yield went from 1.89% to 2.48% while the 30-year yield went from 2.74% to 3.02%.

As with most other areas of the bond market, GNMA performance was challenged in 2018 as Treasury yields moved higher. Premium coupon pools led performance within GNMAs as shorter duration assets were favored in a rising rate environment. The portfolio maintained an underweight to GNMAs in favor of conventional mortgage-backed securities (MBS) across lower coupons, while overweighting premium coupons within GNMAs as prepayments slowed notably with a crackdown on predatory lending practices by GNMA. As interest rates rose in the first half of 2018, we reduced exposure to super-seasoned high coupon pass-throughs as they outperformed within the GNMA space. In addition, the Fund’s MBS exposure was reduced over the 12 months. The portfolio’s above-benchmark stance with respect to duration was shifted to neutral while incorporating a flattening bias with respect to the yield curve. While we incorporated views on the direction of foreign sovereign interest rates in the portfolio over the 12 months, we currently express all interest rate and yield curve views in U.S. dollar assets. Derivatives were used primarily for hedging interest rate risk, with periodic use to express tactical duration views. For the period, GNMA security selection and off-benchmark exposures added to relative performance, while positioning with respect to interest rates and currencies detracted to a roughly similar degree. The Fund remains positioned with a preference for higher coupons within GNMAs while maintaining an allocation to structured assets such as asset-backed securities and commercial mortgage-backed securities.

Gregory M. Staples, CFA, Managing Director

Scott Agi, CFA, Director

Portfolio Managers

The views expressed reflect those of the portfolio management team only through the end of the period of the report as stated on the cover. The management team’s views are subject to change at any time based on market and other conditions and should not be construed as a recommendation. Past performance is no guarantee of future results. Current and future portfolio holdings are subject to risk.

 

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Deutsche DWS Variable Series II —

DWS Government & Agency Securities VIP


Table of Contents

Terms to Know

The yield curve is a graphical representation of how yields on bonds of different maturities compare. Normally, yield curves slant up, as bonds with longer maturities typically offer higher yields than short-term bonds.

The Bloomberg Barclays GNMA Index tracks the performance of fixed-rate securities backed by mortgage pools of the Government National Mortgage Association (GNMA).

Duration, which is expressed in years, measures the sensitivity of the price of a bond or bond fund to a change in interest rates.

Coupon is the interest rate, expressed as an annual percentage of face value, which a bond issuer promises to pay until maturity.

Overweight means the Fund holds a higher weighting in a given sector or security than the benchmark. Underweight means the Fund holds a lower weighting.

Mortgage-backed securities (MBS) are secured by mortgage debt. Commercial mortgage-backed securities (CMBS) are secured by loans on commercial properties. Asset-backed securities (ABS) are secured by loans, credit or receivables, exclusive of mortgage debt.

 

Deutsche DWS Variable Series II —

DWS Government & Agency Securities VIP

  |   5


Table of Contents
Portfolio Summary   (Unaudited)

 

Asset Allocation (As a % of Net Assets)    12/31/18      12/31/17  
Mortgage-Backed Securities Pass-Throughs      82%        80%  
Collateralized Mortgage Obligations      10%        22%  
Commercial Mortgage-Backed Securities      4%        3%  
Asset-Backed      3%        5%  
Government & Agency Obligations      4%        16%  
Corporate Bonds             1%  
Cash Equivalents and Other Assets and Liabilities, net      –3%        –27%  
       100%        100%  
Coupons*    12/31/18      12/31/17  
Less than 3.5%      25%        35%  
3.5%–4.49%      52%        42%  
4.5%–5.49%      17%        15%  
5.5%–6.49%      3%        5%  
6.5%–7.49%      3%        3%  
7.5% and Greater      0%        0%  
       100%        100%  
Interest Rate Sensitivity    12/31/18      12/31/17  
Effective Maturity      8.1 years        9.9 years  
Effective Duration      4.7 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 7.

Following the Fund’s fiscal first and third quarter-end, a complete portfolio holdings listing is filed with the SEC on Form N-Q or Form N-PORT (available for filings after March 31, 2019). The Fund’s Form N-Q or Form N-PORT will be available on the SEC’s Web site at sec.gov. 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.

 

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Deutsche DWS Variable Series II —

DWS Government & Agency Securities VIP


Table of Contents
Investment Portfolio   December 31, 2018

 

    Principal
Amount ($)
    Value ($)  
Mortgage-Backed Securities
Pass-Throughs 82.0%

 

Federal Home Loan Mortgage Corp.:

 

3.0%, with various maturities from 9/1/2047 until 1/1/2049 (a)

    2,682,766       2,614,871  

4.0%, with various maturities from 1/1/2045 until 12/1/2045

    558,814       573,790  

Federal National Mortgage Association:

 

3.0%, with various maturities from 3/1/2047 until 10/1/2047

    1,295,757       1,263,738  

3.25%, 3/1/2030

    900,000       877,155  

3.5%, with various maturities from 8/1/2047 until 1/1/2049 (a)

    3,152,355       3,153,665  

3.64%, 7/1/2030

    1,000,000       1,009,399  

Government National Mortgage Association:

 

3.0%, with various maturities from 4/20/2046 until 9/20/2047

    2,230,587       2,196,906  

3.5%, with various maturities from 4/15/2042 until 2/20/2048

    4,888,933       4,934,264  

4.0%, with various maturities from 9/20/2040 until 1/23/2049 (a)

    7,163,773       7,349,163  

4.5%, with various maturities from 4/20/2035 until 8/20/2048

    2,748,902       2,861,539  

4.55%, 1/15/2041

    128,796       134,598  

4.625%, 5/15/2041

    97,508       101,026  

5.0%, with various maturities from 12/15/2032 until 1/1/2049 (a)

    1,551,923       1,617,090  

5.5%, with various maturities from 1/15/2034 until 6/15/2042

    559,741       605,874  

6.0%, with various maturities from 5/20/2034 until 1/15/2038

    276,815       303,691  

6.5%, with various maturities from 9/15/2036 until 2/15/2039

    225,643       254,667  

7.0%, with various maturities from 2/20/2027 until 2/15/2038

    68,974       69,812  

7.5%, 10/20/2031

    3,131       3,536  

Total Mortgage-Backed Securities Pass-Throughs (Cost $30,210,861)

 

    29,924,784  
Asset-Backed 3.2%

 

Automobile Receivables 0.4%

 

AmeriCredit Automobile Receivables Trust, “A3”, Series 2017-1, 1.87%, 8/18/2021

    151,901       150,954  
Miscellaneous 2.8%

 

Carbone CLO Ltd., “A1”, Series 2017-1A, 144A, 3-month USD-LIBOR + 1.140%, 3.609% *, 1/20/2031

    380,000       375,263  
    Principal
Amount ($)
    Value ($)  

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

    444,375       435,385  

NRZ Excess Spread-Collateralized Notes, “B”, Series 2018-PLS1, 144A, 3.588%, 1/25/2023

    218,667       217,350  
   

 

 

 
              1,027,998  

Total Asset-Backed (Cost $1,194,938)

 

    1,178,952  
Collateralized Mortgage Obligations 10.0%

 

BX Trust, “A”, Series 2018-GW, 144A, 1-month USD-LIBOR + 0.800%, 3.255% *, 5/15/2035

    200,000       195,675  

Federal Home Loan Mortgage Corp.:

 

“OA”, Series 3179, Principal Only, Zero Coupon, 7/15/2036

    68,966       59,980  

“CZ”, Series 4113, 3.0%, 9/15/2042

    324,212       301,165  

“PI”, Series 3940, Interest Only, 4.0%, 2/15/2041

    248,618       35,089  

“C1”, Series 329, Interest Only, 4.0%, 12/15/2041

    725,915       140,102  

“UA”, Series 4298, 4.0%, 2/15/2054

    53,835       55,578  

“C32”, Series 303, Interest Only, 4.5%, 12/15/2042

    740,995       159,985  

“C28”, Series 303, Interest Only, 4.5%, 1/15/2043

    874,035       199,001  

“MI”, Series 3871, Interest Only, 6.0%, 4/15/2040

    28,978       1,611  

“IJ”, Series 4472, Interest Only, 6.0%, 11/15/2043

    285,220       69,270  

“A”, Series 172, Interest Only, 6.5%, 1/1/2024

    5,518       644  

“C22”, Series 324, Interest Only, 6.5%, 4/15/2039

    408,502       105,754  

Federal National Mortgage Association:

 

“Z”, Series 2013-44, 3.0%, 5/25/2043

    99,375       94,800  

‘‘IO”, Series 2012-146, Interest Only, 3.5%, 1/25/2043

    967,492       192,595  

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

    186,198       38,705  

“IO”, Series 2016-26, Interest Only, 5.0%, 5/25/2046

    797,816       153,905  

“UI”, Series 2010-126, Interest Only, 5.5%, 10/25/2040

    308,331       62,088  

“IO”, Series 2014-70, Interest Only, 5.5%, 10/25/2044

    419,804       92,269  

“BI”, Series 2015-97, Interest Only, 5.5%, 1/25/2046

    349,308       79,712  

“WI”, Series 2011-59, Interest Only, 6.0%, 5/25/2040

    34,011       944  

“YT”, Series 2013-35, 6.5%, 9/25/2032

    460,305       521,507  

Government National Mortgage Association:

 

“JI”, Series 2013-10, Interest Only, 3.5%, 1/20/2043

    464,479       98,332  

“ID”, Series 2013-70, Interest Only, 3.5%, 5/20/2043

    212,315       41,515  
 

 

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
    Principal
Amount ($)
    Value ($)  

“IP”, Series 2015-50, Interest Only, 4.0%, 9/20/2040

    686,789       56,790  

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

    208,577       28,742  

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

    175,011       30,732  

“IP”, Series 2014-115, Interest Only, 4.5%, 2/20/2044

    119,539       20,432  

“GZ”, Series 2005-24, 5.0%, 3/20/2035

    665,276       751,225  

“IA”, Series 2012-64, Interest Only, 5.5%, 5/16/2042

    169,697       36,403  

“DI”, Series 2009-10, Interest Only, 6.0%, 4/16/2038

    98,072       13,215  

“IP”, Series 2009-118, Interest Only, 6.5%, 12/16/2039

    29,225       7,763  

“IC”, Series 1997-4, Interest Only, 7.5%, 3/16/2027

    230,324       1,667  

Total Collateralized Mortgage Obligations (Cost $3,455,991)

 

    3,647,195  
Commercial Mortgage-Backed Securities 4.0%

 

Atrium Hotel Portfolio Trust, “A”, Series 2018-ATRM, 144A, 1-month USD-LIBOR + 0.95%, 3.405%*, 6/15/2035

    427,500       425,043  

CHT Mortgage Trust, “A”, Series 2017-CSMO,144A, 1-month USD-LIBOR + 0.930%, 3.385%*, 11/15/2036

    400,000       395,125  

DBGS Mortgage Trust, “A”, Series 2018-5BP,144A, 1-month USD-LIBOR + 0.645%, 3.1%*, 6/15/2033

    450,000       443,339  

FHLMC Multifamily Structured Pass-Through Securities, “X1”, Series K055, Interest Only, 1.366%*, 3/25/2026

    2,468,959       202,478  

Total Commercial Mortgage-Backed Securities (Cost $1,476,032)

 

    1,465,985  
    Principal
Amount ($)
    Value ($)  
Government & Agency Obligation 1.9%

 

U.S. Treasury Obligation

 

U.S. Treasury Inflation Indexed Note, 0.625%, 4/15/2023 (Cost $699,650)

    712,621       700,781  
Short-Term U.S. Treasury Obligations 2.4%

 

U.S. Treasury Bills:

 

2.36%**, 8/15/2019 (b)

    380,000       374,024  

2.582%**, 10/10/2019 (c)

    500,000       490,170  

Total Short-Term U.S. Treasury Obligations (Cost $864,257)

 

    864,194  
    Shares     Value ($)  
Cash Equivalents 19.9%

 

DWS Central Cash Management Government Fund, 2.41% (d)

    3,485,215       3,485,215  

DWS ESG Liquidity Fund “Capital Shares”, 2.66% (d)

    3,784,362       3,784,362  

Total Cash Equivalents (Cost $7,269,198)

 

    7,269,577  
    % of Net
Assets
    Value ($)  

Total Investment Portfolio (Cost $45,170,927)

    123.4       45,051,468  
Other Assets and Liabilities, Net     (23.4     (8,535,061
Net Assets     100.0       36,516,407  
 

A summary of the Fund’s transactions with affiliated investments during the year ended December 31, 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 ($)
    Number of
Shares
at
12/31/2018
    Value ($)
at
12/31/2018
 

Securities Lending Collateral —%

 

       

DWS Government & Agency Securities Portfolio “DWS Government Cash Institutional Shares” (d) (e)

 

    (f)                        383                    

Cash Equivalents 19.9%

 

       

DWS Central Cash Management Government Fund, 2.41% (d)

 

10,252     40,586,819       37,111,856                   63,199             3,485,215       3,485,215  

DWS ESG Liquidity Fund “Capital Shares”, 2.66% (d)

 

    6,584,116       2,800,000       (133     379       91,449             3,784,362       3,784,362  
10,252     47,170,935       39,911,856       (133     379       155,031             7,269,577       7,269,577  

 

*

Variable or floating rate security. These securities are shown at their current rate as of December 31, 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)

When-issued, delayed delivery or forward commitment securities included.

 

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

 

  8     |  

Deutsche DWS Variable Series II —

DWS Government & Agency Securities VIP


Table of Contents
(b)

At December 31, 2018, this security has been pledged, in whole or in part, to cover initial margin requirements for open futures contracts.

 

(c)

At December 31, 2018, this security has been pledged, in whole or in part, as collateral for open centrally cleared swap contracts.

 

(d)

Affiliated fund managed by DWS 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.

 

(f)

Represents the net increase (purchase cost) or decrease (sales proceeds) in the amount invested for the year ended December 31, 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.

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

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

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 December 31, 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       3/20/2019       42       5,015,179       5,124,656       109,477  
U.S. Treasury Long Bond     USD       3/20/2019       8       1,129,516       1,168,000       38,484  
Total unrealized appreciation

 

    147,961  

At December 31, 2018, open futures contracts sold were as follows:

 

Futures   Currency     Expiration
Date
    Contracts      Notional
Amount ($)
     Notional
Value ($)
     Unrealized
(Depreciation) ($)
 
5 Year U.S. Treasury Note     USD       3/29/2019       16        1,803,593        1,835,000        (31,407

At December 31, 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 ($)     Unrealized
Appreciation/
(Depreciation) ($)
 
Floating — 3-Month LIBOR Quarterly   Fixed — 2.25%
Semi-Annually
  3/21/2018
3/21/2028
    400,000     USD     (17,004     (12,661     4,343  
Fixed — 3.06%
Semi-Annually
  Floating — 3-Month LIBOR Quarterly   9/17/2018
6/17/2030
    1,600,000     USD           (49,394     (49,394
Fixed — 3.125%
Semi-Annually
  Floating — 3-Month LIBOR Quarterly   10/9/2018
10/9/2021
    1,300,000     USD           (20,156     (20,156
Fixed — 2.2239%
Semi-Annually
  Floating — 3-Month LIBOR Quarterly   3/21/2018
3/21/2023
    900,000     USD           7,264       7,264  
Fixed — 2.45%
Semi-Annually
  Floating — 3-Month LIBOR Quarterly   12/20/2017
12/20/2032
    500,000     USD           21,825       21,825  
Total net unrealized depreciation

 

    (36,118

LIBOR: London Interbank Offered Rate; 3-Month LIBOR rate at December 31, 2018 is 2.808%.

At December 31, 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
    347,603       USD             (3,136)       (3,136)  

 

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

 

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As of December 31, 2018, the Fund had the following open forward foreign currency contracts:

 

Contracts to Deliver     In Exchange For     Settlement
Date
    Unrealized
Appreciation ($)
    Counterparty  
NOK     6,505,000       USD       785,490       1/29/2019       32,093       Danske Bank AS  

 

Contracts to Deliver     In Exchange For     Settlement
Date
    Unrealized
Depreciation ($)
    Counterparty  
USD     780,187       NOK       6,505,000       1/29/2019       (26,789     Danske Bank AS  

Currency Abbreviations

 

NOK

Norwegian Krone

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.

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 December 31, 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 (f)         

Mortgage-Backed Securities Pass-Throughs

  $     $ 29,924,784     $                     —      $ 29,924,784  

Asset-Backed

          1,178,952              1,178,952  

Collateralized Mortgage Obligations

          3,647,195              3,647,195  

Commercial Mortgage-Backed Securities

          1,465,985              1,465,985  

Government & Agency Obligation

          700,781              700,781  

Short-Term U.S. Treasury Obligations

          864,194              864,194  
Short-Term Investments     7,269,577                    7,269,577  
Derivatives (g)         

Futures Contracts

    147,961                    147,961  

Interest Rate Swap Contracts

          33,432              33,432  

Forward Foreign Currency Contracts

          32,093              32,093  
Total   $     7,417,538     $     37,847,416     $      $     45,264,954  
Liabilities   Level 1     Level 2     Level 3      Total  
Derivatives (g)         

Futures Contracts

  $ (31,407   $     $      $ (31,407

Interest Rate Swap Contracts

          (69,550            (69,550

Total Return Swap Contracts

          (3,136            (3,136

Forward Foreign Currency Contracts

          (26,789            (26,789
Total   $ (31,407   $ (99,475   $      $ (130,882

 

(f)

See Investment Portfolio for additional detailed categorizations.

 

(g)

Derivatives include unrealized appreciation (depreciation) on open futures contracts, interest rate swap contracts, total return swap contract and forward foreign currency contracts.

 

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

 

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Statement of Assets and Liabilities

 

As of December 31, 2018        
Assets        
Investments in non-affiliated securities, at value (cost $37,901,729)   $ 37,781,891  

Investment in affiliated securities, at value (cost $7,269,198)

    7,269,577  
Foreign currency, at value (cost $63,827)     64,193  
Receivable for investments sold — forward commitments     4,056,686  
Receivable for Fund shares sold     2,085  
Interest receivable     149,573  
Receivable for variation margin on futures contracts     16,134  
Unrealized appreciation on forward foreign currency contracts     32,093  
Other assets     1,278  
Total assets     49,373,510  
Liabilities        
Cash overdraft     1,686  
Payable for investments purchased — forward commitments     11,134,458  
Payable for investments purchased     1,493,555  
Payable for Fund shares redeemed     62,974  
Payable for variation margin on centrally cleared swaps     9,217  
Unrealized depreciation on bilateral swap contracts     3,136  
Unrealized depreciation on forward foreign currency contracts     26,789  
Accrued management fee     4,491  
Accrued Trustees’ fees     1,181  
Other accrued expenses and payables     119,616  
Total liabilities     12,857,103  
Net assets, at value   $ 36,516,407  
Net Assets Consist of        
Distributable earnings (loss)     378,572  
Paid-in capital     36,137,835  
Net assets, at value   $   36,516,407  
Net Asset Value        

Class A

 
Net Asset Value, offering and redemption price per share ($34,908,720 ÷ 3,199,776 outstanding shares of beneficial interest, no par value, unlimited number of shares authorized)   $ 10.91  

Class B

 
Net Asset Value, offering and redemption price per share ($1,607,687 ÷ 147,546 outstanding shares of beneficial interest, no par value, unlimited number of shares authorized)   $            10.90  

Statement of Operations

 

For the year ended December 31, 2018        
Investment Income        
Income:  
Interest   $ 1,072,600  
Income distributions from affiliated securities     154,648  
Securities lending income, net of borrower rebates     383  
Total income     1,227,631  
Expenses:  
Management fee     176,733  
Administration fee     39,274  
Services to Shareholders     634  
Record keeping fee (Class B)     1,591  
Distribution service fees (Class B)     4,219  
Custodian fee     20,201  
Professional fees     85,037  
Reports to shareholders     24,693  
Trustees’ fees and expenses     3,492  
Other     16,621  
Total expenses before expense reductions     372,495  
Expense reductions     (149,164
Total expenses after expense reductions     223,331  
Net investment income       1,004,300  
Realized and Unrealized Gain/(Loss)        
Net realized gain (loss) from:  
Non-Affiliated investments     (708,805
Affiliated investments     (133
Swap contracts     242,527  
Futures     (109,713
Forward foreign currency contracts     50,079  
Foreign currency     34,091  
Payments by affiliates (see Note G)     2,209  
      (489,745
Change in net unrealized appreciation (depreciation) on:  
Non-Affiliated investments     (373,928
Affiliated investments     379  
Swap contracts     (82,037
Futures     82,518  
Forward foreign currency contracts     (18,419
Foreign currency     134  
      (391,353
Net gain (loss)     (881,098
Net increase (decrease) in net assets
resulting from operations
  $ 123,202  
 

 

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

 

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Statements of Changes in Net Assets

 

    Years Ended December 31,  
Increase (Decrease) in Net Assets  

2018

   

2017

 

Operations:

   

Net investment income

  $ 1,004,300     $ 988,088  

Net realized gain (loss)

    (489,745     851,798  

Change in net unrealized appreciation (depreciation)

    (391,353     (979,021

Net increase (decrease) in net assets resulting from operations

    123,202       860,865  

Distributions to shareholders

   

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

    2,638,856       3,259,096  

Reinvestment of distributions

    1,045,563       1,241,081  

Payments for shares redeemed

    (8,226,521     (15,457,312

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

    (4,542,102     (10,957,135

Class B

   

Proceeds from shares sold

    54,842       67,053  

Reinvestment of distributions

    40,012       46,826  

Payments for shares redeemed

    (296,226     (642,815

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

    (201,372     (528,936

Increase (decrease) in net assets

    (5,705,847     (11,913,113

Net assets at beginning of period

    42,222,254       54,135,367  

Net assets at end of period

  $ 36,516,407     $ 42,222,254 ** 

Other Information

               

Class A

   

Shares outstanding at beginning of period

    3,619,812       4,598,638  

Shares sold

    242,507       291,446  

Shares issued to shareholders in reinvestment of distributions

    97,716       112,315  

Shares redeemed

    (760,259     (1,382,587

Net increase (decrease) in Class A shares

    (420,036     (978,826

Shares outstanding at end of period

    3,199,776       3,619,812  

Class B

   

Shares outstanding at beginning of period

    165,975       213,112  

Shares sold

    5,073       6,013  

Shares issued to shareholders in reinvestment of distributions

    3,736       4,234  

Shares redeemed

    (27,238     (57,384

Net increase (decrease) in Class B shares

    (18,429     (47,137

Shares outstanding at end of period

    147,546       165,975  

 

*

Includes distributions from net investment income.

 

**

Includes undistributed net investment income of $1,051,322.

 

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

 

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Financial Highlights

 

   

Years Ended December 31,

 
Class A  

2018

    2017     2016     2015     2014  
Selected Per Share Data                                        
Net asset value, beginning of period   $ 11.15     $ 11.25     $ 11.48     $ 11.80     $ 11.47  
Income (loss) from investment operations:          

Net investment incomea

    .28       .23       .25       .27       .29  

Net realized and unrealized gain (loss)

    (.22     (.04     (.13     (.26     .31  

Total from investment operations

    .06       .19       .12       .01       .60  
Less distributions from:          

Net investment income

    (.30     (.29     (.35     (.33     (.27
Net asset value, end of period   $ 10.91     $ 11.15     $ 11.25     $ 11.48     $ 11.80  
Total Return (%)b     .55       1.67       1.06       .06       5.29  
Ratios to Average Net Assets and Supplemental Data                                        
Net assets, end of period ($ millions)     35       40       52       66       87  
Ratio of expenses before expense reductions (%)c     .93       .87       .86       .74       .72  
Ratio of expenses after expense reductions (%)c     .55       .61       .58       .68       .70  
Ratio of net investment income (%)     2.58       2.03       2.22       2.33       2.49  
Portfolio turnover rate (%)     448       588       521       376       393  

 

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.

 

   

Years Ended December 31,

 
Class B  

2018

    2017     2016     2015     2014  
Selected Per Share Data                                        
Net asset value, beginning of period   $ 11.14     $ 11.24     $ 11.46     $ 11.79     $ 11.46  
Income (loss) from investment operations:          

Net investment incomea

    .24       .19       .21       .23       .25  

Net realized and unrealized gain (loss)

    (.22     (.04     (.12     (.27     .31  

Total from investment operations

    .02       .15       .09       (.04     .56  
Less distributions from:          

Net investment income

    (.26     (.25     (.31     (.29     (.23
Net asset value, end of period   $ 10.90     $ 11.14     $ 11.24     $ 11.46     $ 11.79  
Total Return (%)b     .19       1.31       .79       (.36     4.95  
Ratios to Average Net Assets and Supplemental Data                                        
Net assets, end of period ($ millions)     2       2       2       3       3  
Ratio of expenses before expense reductions (%)c     1.28       1.21       1.21       1.09       1.06  
Ratio of expenses after expense reductions (%)c     .90       .95       .93       1.03       1.03  
Ratio of net investment income (%)     2.23       1.69       1.88       1.99       2.16  
Portfolio turnover rate (%)     448       588       521       376       393  

 

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.

 

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

 

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Notes to Financial Statements  

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.

In October 2018, the Securities and Exchange Commission adopted amendments to certain disclosure requirements in Securities Act Release No. 33-10532, Disclosure Update and Simplification, which is intended to facilitate the disclosure of information to investors and simplify compliance without significantly altering the total mix of information provided to investors. Effective with the current reporting period, the Fund adopted the amendments with the impacts being that the Fund is no longer required to present components of distributable earnings on the Statement of Assets and Liabilities or the sources of distributable earnings and the amount of undistributed net investment income on the Statements of Changes in Net Assets.

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.

 

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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. During the year ended December 31, 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 (0.12% annualized effective rate as of December 31, 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 December 31, 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

 

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  |   15


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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.

At December 31, 2018, the Fund had a net tax basis capital loss carryforward of approximately $431,000, which may be applied against realized net taxable capital gains indefinitely, including short-term losses ($329,000) and long-term losses ($102,000).

The Fund has reviewed the tax positions for the open tax years as of December 31, 2018 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.

At December 31, 2018, the Fund’s components of distributable earnings on a tax basis were as follows:

 

Undistributed ordinary income*   $ 954,354  
Capital loss carryforward   $ (431,000
Unrealized appreciation (depreciation) on investments   $ (173,747

At December 31, 2018, the aggregate cost of investments for federal income tax purposes was $45,177,145. The net unrealized depreciation for all investments based on tax cost was $173,747. This consisted of aggregate gross unrealized appreciation for all investments in which there was an excess of value over tax cost of $585,685 and aggregate gross unrealized depreciation for all investments in which there was an excess of tax cost over value of $759,432.

In addition, the tax character of distributions paid by the Fund is summarized as follows:

 

    Years Ended December 31,  
     2018     2017  
Distributions from ordinary income*   $ 1,085,575     $ 1,287,907  

 

*

For tax purposes, short-term capital gain distributions are considered ordinary income distributions.

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.

 

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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.

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 year ended December 31, 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 December 31, 2018 is included in a table following the Fund’s Investment Portfolio. For the year ended December 31, 2018, the investment in total return swap contracts had a total notional amount generally indicative of a range from $348,000 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 year ended December 31, 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 December 31, 2018 is included in a table following the Fund’s Investment Portfolio. For the year ended December 31, 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 year ended December 31, 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

 

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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 December 31, 2018, is included in a table following the Fund’s Investment Portfolio. For the year ended December 31, 2018, the investment in futures contracts purchased had a total notional value generally indicative of a range from approximately $2,509,000 to $6,293,000 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 year ended December 31, 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 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 December 31, 2018 is included in a table following the Fund’s Investment Portfolio. For the year ended December 31, 2018, the investment in forward currency contracts short vs. U.S. dollars had a total contract value generally indicative of a range from approximately $785,000 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 December 31, 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)   $     $ 33,432     $ 147,961     $ 181,393  
Foreign Exchange Contracts (b)     32,093                   32,093  
    $ 32,093     $ 33,432     $ 147,961     $ 213,486  

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 forward foreign currency contracts

 

Liability Derivatives   Forward
Contracts
    Swap
Contracts
    Futures
Contracts
    Total  
Interest Rate Contracts (c) (d)   $     $ (72,686   $ (31,407   $ (104,093
Foreign Exchange Contracts (e)     (26,789                 (26,789
    $ (26,789   $ (72,686   $ (31,407   $ (130,882

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

 

(c)

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.

 

(d)

Unrealized depreciation on bilateral swap contracts

 

(e)

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 year ended December 31, 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)   $     $ 242,527     $ (109,713   $ 132,814  
Foreign Exchange Contracts (g)     50,079                   50,079  
    $ 50,079     $ 242,527     $ (109,713   $ 182,893  

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)   $     $ (82,037   $ 82,518     $ 481  
Foreign Exchange Contracts (i)     (18,419                 (18,419
    $ (18,419   $ (82,037   $ 82,518     $ (17,938

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

As of December 31, 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
 
Danske Bank AS   $ 32,093     $ (26,789   $     $ 5,304  

 

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
 
Danske Bank AS   $ 26,789     $ (26,789   $     $  

Goldman Sachs & Co.

    3,136                   3,136  
    $ 29,925     $ (26,789   $     $ 3,136  

C. Purchases and Sales of Securities

During the year ended December 31, 2018, purchases and sales of investment securities, excluding short-term investments, were as follows:

 

     Purchases     Sales  
Non-U.S. Treasury Obligations   $ 206,802,074     $ 218,956,643  
U.S. Treasury Obligations   $ 698,474     $ 1,457,089  

 

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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     .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 year ended December 31, 2018, the fee pursuant to the Investment Management Agreement was equivalent to an annual rate (exclusive of any applicable waivers/reimbursements) of 0.45% of the Fund’s average daily net assets.

For the period from January 1, 2018 through September 30, 2018, the Advisor had 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

Effective October 1, 2018 through September 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     .53
Class B     .88

For the year ended December 31, 2018, fees waived and/or expenses reimbursed for each class are as follows:

 

Class A   $ 142,772  
Class B     6,392  
    $ 149,164  

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 year ended December 31, 2018, the Administration Fee was $39,274, of which $3,108 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

 

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shareholder servicing fee it receives from the Fund. For the year ended December 31, 2018, the amounts charged to the Fund by DSC were as follows:

 

     Total
Aggregated
   

Unpaid at

December 31, 2018

 
Class A   $ 253     $ 41  
Class B     51       9  
    $ 304     $ 50  

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 year ended December 31, 2018, the Distribution Service Fee aggregated $4,219, of which $342 is unpaid.

Typesetting and Filing Service Fees. Under an agreement with the Fund, DIMA is compensated for providing certain pre-press and regulatory filing services to the Fund. For the year ended December 31, 2018, the amount charged to the Fund by DIMA included in the Statement of Operations under “Reports to shareholders” aggregated $9,713, of which $7,325 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 to each committee Chairperson.

Affiliated Cash Management Vehicles. The Fund may invest uninvested cash balances in DWS Central Cash Management Government Fund and DWS ESG Liquidity 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 ESG Liquidity 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 ESG Liquidity 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 ESG Liquidity Fund.

Security Lending Fees. Deutsche Bank AG serves as securities lending agent for the Fund. For the year ended December 31, 2018, the Fund incurred securities lending agent fees to Deutsche Bank AG in the amount of $29.

E. Ownership of the Fund

At December 31, 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 48%, 34% and 13%. One participating insurance company was the owner of record of 10% or more of the total outstanding Class B shares of the Fund, owning 94%.

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 December 31, 2018.

G. Payments by Affiliates

During the year ended December 31, 2018, the Advisor agreed to reimburse the Fund $2,209 for losses incurred on trades executed incorrectly. The amount reimbursed was less than .01% of the Fund’s average net assets, thus having no impact on the Fund’s total return.

 

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Report of Independent Registered Public Accounting Firm

To the Board of Trustees of Deutsche DWS Variable Series II and Shareholders of DWS Government & Agency Securities VIP:

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of DWS Government & Agency Securities VIP (formerly Deutsche Government & Agency Securities VIP) (the “Fund”) (one of the funds constituting Deutsche DWS Variable Series II (formerly Deutsche Variable Series II)) (the “Trust”), including the investment portfolio, as of December 31, 2018, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting Deutsche DWS Variable Series II) at December 31, 2018, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust’s internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2018, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

LOGO

We have served as the auditor of one or more investment companies in the DWS family of funds since at least 1979, but we are unable to determine the specific year.

Boston, Massachusetts

February 14, 2019

 

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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 (July 1, 2018 to December 31, 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 December 31, 2018         
Actual Fund Return   Class A     Class B  
Beginning Account Value 7/1/18   $ 1,000.00     $ 1,000.00  
Ending Account Value 12/31/18   $ 1,013.00     $ 1,011.10  
Expenses Paid per $1,000*   $ 2.79     $ 4.51  
Hypothetical 5% Fund Return   Class A     Class B  
Beginning Account Value 7/1/18   $ 1,000.00     $ 1,000.00  
Ending Account Value 12/31/18   $ 1,022.43     $ 1,020.72  
Expenses Paid per $1,000*   $ 2.80     $ 4.53  

 

*

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 184 (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     .55     .89

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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Tax Information   (Unaudited)

Please consult a tax advisor if you have questions about federal or state income tax laws, or on how to prepare your tax returns. If you have specific questions about your account, please contact your insurance provider.

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 DWS Government & Agency Securities VIP’s (the “Fund”) investment management agreement (the “Agreement”) with DWS Investment Management Americas, Inc. (“DIMA”) in September 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 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. DIMA is part of DWS Group GmbH & Co. KGaA (“DWS Group”). DWS Group 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. In 2018, approximately 20% of DWS Group’s shares were sold in an initial public offering, with Deutsche Bank AG owning the remaining shares.

As part of the contract review process, the Board carefully considered the fees and expenses of each DWS 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, 2017, the Fund’s performance (Class A shares) was in the 4th quartile, 4th quartile and 3rd 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, 2017. 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 2018. The Board recognized the efforts by DIMA in recent years to enhance its investment platform and improve long-term performance across the DWS 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, 2017). 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, 2017, 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 DWS U.S. registered funds (“DWS Funds”), noting that DIMA indicated that it does not provide services to any other comparable DWS 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 (“DWS Europe Funds”) managed by DWS Group. The Board noted that DIMA indicated that DWS Group does not manage any institutional accounts or DWS 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 DWS 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 DWS 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 or “fall-out” 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

 

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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 DWS 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 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 and (ii) the substantial commitment of resources by DIMA and its affiliates to compliance matters, including the retention of compliance personnel.

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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Board Members and Officers

The following table presents certain information regarding the Board Members and Officers of the Fund. Each Board Member’s year of birth is set forth in parentheses after his or her name. Unless otherwise noted, (i) each Board Member has engaged in the principal occupation(s) noted in the table for at least the most recent five years, although not necessarily in the same capacity; and (ii) the address of each Independent Board Member is c/o Keith R. Fox, DWS Funds Board Chair, c/o Thomas R. Hiller, Ropes & Gray LLP, Prudential Tower, 800 Boylston Street, Boston, MA 02199-3600. Except as otherwise noted below, the term of office for each Board Member is until the election and qualification of a successor, or until such Board Member sooner dies, resigns, is removed or as otherwise provided in the governing documents of the Fund. Because the Fund does not hold an annual meeting of shareholders, each Board Member will hold office for an indeterminate period. The Board Members may also serve in similar capacities with other funds in the fund complex.

 

Independent Board Members            
Name, Year of Birth,
Position with the Fund and
Length of Time Served1
  Business Experience and Directorships During the Past Five Years   Number of
Funds in
DWS Fund
Complex
Overseen
    Other
Directorships
Held by Board
Member

Keith R. Fox, CFA (1954)

 

Chairperson since 2017, and Board Member since 1996

  Managing General Partner, Exeter Capital Partners (a series of private investment funds) (since 1986). Directorships: Progressive International Corporation (kitchen goods importer and distributor); The Kennel Shop (retailer); former Chairman, National Association of Small Business Investment Companies; former Directorships: BoxTop Media Inc. (advertising); Sun Capital Advisers Trust (mutual funds) (2011–2012)     82    

John W. Ballantine (1946)

 

Board Member since 1999

  Retired; formerly, Executive Vice President and Chief Risk Management Officer, First Chicago NBD Corporation/The First National Bank of Chicago (1996–1998); Executive Vice President and Head of International Banking (1995–1996); former Directorships: Director and former Chairman of the Board, Healthways, Inc.2 (population well-being and wellness services) (2003–2014); Stockwell Capital Investments PLC (private equity); Enron Corporation; FNB Corporation; Tokheim Corporation; First Oak Brook Bancshares, Inc. and Oak Brook Bank; Prisma Energy International; Public Radio International. Not-for-Profit Director, Trustee: Palm Beach Civic Association; Window to the World Communications (public media); Harris Theater for Music and Dance (Chicago); Life Director of Hubbard Street Dance Chicago     82     Portland
General
Electric2
(utility
company)
(2003–
present)

Henry P. Becton, Jr. (1943)

 

Board Member since 1990

  Vice Chair and former President, WGBH Educational Foundation. Directorships: Public Radio International; Public Radio Exchange (PRX); The Pew Charitable Trusts (charitable organization); Massachusetts Humane Society; Overseer of the New England Conservatory; former Directorships: Becton Dickinson and Company2 (medical technology company); Belo Corporation2 (media company); The PBS Foundation; Association of Public Television Stations; Boston Museum of Science; American Public Television; Concord Academy; New England Aquarium; Mass. Corporation for Educational Telecommunications; Committee for Economic Development; Public Broadcasting Service; Connecticut College; North Bennett Street School (Boston); American Documentary, Inc. (public media)     82    

Dawn-Marie Driscoll (1946)

 

Board Member since 1987

  Emeritus Executive Fellow, Center for Business Ethics, Bentley University; formerly: President, Driscoll Associates (consulting firm); Partner, Palmer & Dodge (law firm) (1988–1990); Vice President of Corporate Affairs and General Counsel, Filene’s (retail) (1978–1988). Directorships: Advisory Board, Center for Business Ethics, Bentley University; Trustee and former Chairman of the Board, Southwest Florida Community Foundation (charitable organization); former Directorships: ICI Mutual Insurance Company (2007–2015); Sun Capital Advisers Trust (mutual funds) (2007–2012), Investment Company Institute (audit, executive, nominating committees) and Independent Directors Council (governance, executive committees)     82    

Paul K. Freeman* (1950)

 

Board Member since 1993

  Consultant, World Bank/Inter-American Development Bank; Independent Directors Council (former chair); Investment Company Institute (executive committee); Adjunct Professor, University of Denver Law School (2017–present); formerly: Chairman of Education Committee of Independent Directors Council; Project Leader, International Institute for Applied Systems Analysis (1998–2001); Chief Executive Officer, The Eric Group, Inc. (environmental insurance) (1986–1998); Directorships: Knoebel Institute for Healthy Aging, University of Denver (2017–present); former Directorships: Prisma Energy International; Denver Zoo Foundation (2012–2018)     82    

 

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Name, Year of Birth,
Position with the Fund and
Length of Time Served1
  Business Experience and Directorships During the Past Five Years   Number of
Funds in
DWS Fund
Complex
Overseen
    Other
Directorships
Held by Board
Member

Richard J. Herring (1946)

 

Board Member since 1990

  Jacob Safra Professor of International Banking and Professor of Finance, The Wharton School, University of Pennsylvania (since July 1972); Director, The Wharton Financial Institutions Center (since 1994); formerly: Vice Dean and Director, Wharton Undergraduate Division (1995–2000) and Director, The Lauder Institute of International Management Studies (2000–2006); Member FDIC Systemic Risk Advisory Committee since 2011, member Systemic Risk Council since 2012 and member of the Advisory Board at the Yale Program on Financial Stability since 2013; Formerly Co-Chair of the Shadow Financial Regulatory Committee (2003–2015), Executive Director of The Financial Economists Roundtable (2008–2015), Director of The Thai Capital Fund (2007–2013), Director of The Aberdeen Singapore Fund (2007–2018), and Nonexecutive Director of Barclays Bank DE (2010–2018)     82     Director,
Aberdeen
Japan Fund
(since 2007)

William McClayton (1944)

 

Board Member since 2004

  Private equity investor (since October 2009); previously, Managing Director, Diamond Management & Technology Consultants, Inc. (global consulting firm) (2001–2009); Directorship: Board of Managers, YMCA of Metropolitan Chicago; formerly: Senior Partner, Arthur Andersen LLP (accounting) (1966–2001); Trustee, Ravinia Festival     82    

Rebecca W. Rimel (1951)

 

Board Member since 1995

  President, Chief Executive Officer and Director, The Pew Charitable Trusts (charitable organization) (1994–present); formerly: Executive Vice President, The Glenmede Trust Company (investment trust and wealth management) (1983–2004); Board Member, Investor Education (charitable organization) (2004–2005); Trustee, Executive Committee, Philadelphia Chamber of Commerce (2001–2007); Director, Viasys Health Care2 (January 2007–June 2007); Trustee, Thomas Jefferson Foundation (charitable organization) (1994–2012)     82     Director,
Becton
Dickinson
and
Company2
(medical
technology
company)
(2012–
present);
Director,
BioTelemetry
Inc.2 (health
care) (2009–
present)

William N. Searcy, Jr. (1946)

 

Board Member since 1993

  Private investor since October 2003; formerly: Pension & Savings Trust Officer, Sprint Corporation2 (telecommunications) (November 1989–September 2003); Trustee, Sun Capital Advisers Trust (mutual funds) (1998–2012)     82    

Jean Gleason Stromberg (1943)

 

Board Member since 1997

  Retired. Formerly, Consultant (1997–2001); Director, Financial Markets U.S. Government Accountability Office (1996–1997); Partner, Norton Rose Fulbright, L.L.P. (law firm) (1978–1996); former Directorships: The William and Flora Hewlett Foundation (charitable organization) (2000–2015); Service Source, Inc. (nonprofit), Mutual Fund Directors Forum (2002–2004), American Bar Retirement Association (funding vehicle for retirement plans) (1987–1990 and 1994–1996)     82    

 

Officers4     

Name, Year of Birth,

Position with the Fund and

Length of Time Served5

  Business Experience and Directorships During the Past Five Years

Hepsen Uzcan6 (1974)

 

President and Chief Executive Officer, 2017–present

 

Assistant Secretary, 2013–present

  Managing Director,3 DWS; Secretary, DWS USA Corporation (since March 2018); Assistant Secretary, DWS Distributors, Inc. (since June 25, 2018); Director and Vice President, DWS Service Company (since June 25, 2018); Assistant Secretary, DWS Investment Management Americas, Inc. (since June 25, 2018); and Director and President, DB Investment Managers, Inc. (since June 25, 2018); formerly: Vice President for the Deutsche funds (2016–2017)

John Millette8 (1962)

 

Vice President and Secretary, 1999–present

  Director,3 DWS; Chief Legal Officer, DWS Investment Management Americas, Inc. (2015–present); and Director and Vice President, DWS Trust Company (2016–present); formerly: Secretary, Deutsche Investment Management Americas Inc. (2015–2017)

Diane Kenneally8,9 (1966)

 

Treasurer and Chief Financial Officer since 2018

  Director,3 DWS; formerly: Assistant Treasurer for the DWS funds (2007–2018)

Caroline Pearson8 (1962)

Chief Legal Officer, 2010–present

  Managing Director,3 DWS; formerly: Secretary, Deutsche AM Distributors, Inc. (2002–2017); and Secretary, Deutsche AM Service Company (2010–2017)

 

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Name, Year of Birth,

Position with the Fund and

Length of Time Served5

  Business Experience and Directorships During the Past Five Years

Scott D. Hogan8 (1970)

 

Chief Compliance Officer, 2016–present

  Director,3 DWS

Wayne Salit7 (1967)

 

Anti-Money Laundering Compliance Officer, 2014–present

  Director,3 Deutsche Bank; and AML Officer, DWS Trust Company; formerly: Managing Director, AML Compliance Officer at BNY Mellon (2011–2014); and Director, AML Compliance Officer at Deutsche Bank (2004–2011)

Sheila Cadogan8 (1966)

 

Assistant Treasurer, 2017–present

  Director,3 DWS; Director and Vice President, DWS Trust Company (since 2018)

Paul Antosca8 (1957)

 

Assistant Treasurer, 2007–present

  Director,3 DWS

 

1 

The length of time served represents the year in which the Board Member joined the board of one or more DWS funds currently overseen by the Board.

 

2 

A publicly held company with securities registered pursuant to Section 12 of the Securities Exchange Act of 1934.

 

3 

Executive title, not a board directorship.

 

4 

As a result of their respective positions held with the Advisor or its affiliates, these individuals are considered “interested persons” of the Advisor within the meaning of the 1940 Act. Interested persons receive no compensation from the Fund.

 

5 

The length of time served represents the year in which the officer was first elected in such capacity for one or more DWS funds.

 

6 

Address: 345 Park Avenue, New York, NY 10154.

 

7 

Address: 60 Wall Street, New York, NY 10005.

 

8 

Address: One International Place, Boston, MA 02110.

 

9 

Appointed Treasurer and Chief Financial Officer effective July 2, 2018.

 

*

Paul K. Freeman retired from the Board effective December 31, 2018.

The Fund’s Statement of Additional Information (“SAI”) includes additional information about the Board Members. The SAI is available, without charge, upon request. If you would like to request a copy of the SAI, you may do so by calling the following toll-free number: (800) 728-3337.

 

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Notes


Table of Contents
LOGO  

VS2GAS-2 (R-025831-8 2/19)

 


Table of Contents

December 31, 2018

Annual Report

Deutsche DWS Variable Series II

(formerly Deutsche Variable Series II)

 

 

DWS Government Money Market VIP

(formerly Deutsche Government Money Market VIP)

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, you may not be receiving paper copies of the Fund’s shareholder reports from the insurance company that offers your contract unless you specifically request paper copies from your insurance company or from your financial intermediary. Instead, the shareholder reports will be made available on a Web site, and your insurance company will notify you by mail each time a report is posted and provide you with a Web site link to access the report. Instructions for requesting paper copies will be provided by your insurance company.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from your insurance company electronically by following the instructions provided by your insurance company.

You may elect to receive all future reports in paper free of charge from your insurance company. If your insurance company informs you that future reports will be delivered via Web access, you can inform your insurance company that you wish to continue receiving paper copies of your shareholder reports by following the instructions provided by your insurance company.

 

LOGO


Table of Contents

Contents

 

  3      Performance Summary
  4      Management Summary
  6      Portfolio Summary
  7      Investment Portfolio
  9      Statement of Assets and Liabilities
  9      Statement of Operations
  10      Statements of Changes in Net Assets
  11      Financial Highlights
  12      Notes to Financial Statements
  15      Report of Independent Registered Public Accounting Firm
  16      Information About Your Fund’s Expenses
  17      Tax Information
  17      Proxy Voting
  18      Advisory Agreement Board Considerations and Fee Evaluation
  21      Board Members and Officers

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

 

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Performance Summary   December 31, 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
December 31, 2018   2.01%*
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.

 

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Management Summary

 

  December 31, 2018 (Unaudited)

During the 12-month period ended December 31, 2018, the Fund provided a total return of 1.39% (Class A shares, unadjusted for contract charges). All performance is historical and does not guarantee future results. Yields fluctuate and are not guaranteed.

At the start of 2018, yields for longer-term money market securities rose based on the prospects for increased Treasury supply following the rise in the debt ceiling and the passage of federal tax overhaul in December 2017. Significant increases in supply did materialize, with the U.S. Treasury issuing more than $352 billion in Treasury bills during the first quarter. In light of continued strength in the economy and a tight labor market, the Federal Open Market Committee (FOMC) raised short-term rates at its March and June 2018 meetings. In September, the Fed once again raised rates, with accompanying statements that were viewed as aggressive regarding the prospects for future rate hikes. In December, a number of factors contributed to a considerable increase in financial market volatility and a tightening in overall financial conditions. These factors included statements by the Fed following its December 2018 rate hike. The Fed’s accompanying messaging disappointed market watchers because the central bank did not commit to a pause in its rate hikes, despite signs that growth was slowing in some parts of the global economy. This coincided with a major correction in the stock markets, an inverted yield curve (often a predictor of economic recession), a widening of credit spreads and signs of an expanding trade war with China. At the same time, U.S. economic growth indicators remained strong, with extremely low unemployment, and investors found some consolation in the fact that the Fed reduced its forecast for rate hikes in 2019 from three to two.

We were able to maintain what we believe to be a competitive yield for the Fund during the annual period ended December 31, 2018. The Fund held a large percentage of portfolio assets in agency and Treasury floating-rate securities to take advantage of incremental rises in LIBOR and Treasury bill rates, respectively, given the outlook for additional Treasury bill supply. At the same time, the Fund invested in overnight agency repurchase agreements for liquidity and looked for yield opportunities from three- to six-month agency and Treasury securities.

We believe that the U.S. economy can continue to expand, though we see more risks to growth than we did 12 months ago. For this reason, our current forecast is for just one to two short-term rate increases by the Fed in 2019. At present, we are positioning the Fund for continued growth as well as the possibility of additional rate hikes. We also look for increased Treasury bill supply, which should continue to exert upward pressure on money market rates.

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.

The views expressed reflect those of the portfolio management team only through the end of the period of the report as stated on the cover. The management team’s views are subject to change at any time based on market and other conditions and should not be construed as a recommendation. Past performance is no guarantee of future results. Current and future portfolio holdings are subject to risk.

 

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Terms to Know

The yield curve is a graphical representation of how yields on bonds of different maturities compare. Normally, yield curves slant up, as bonds with longer maturities typically offer higher yields than short-term bonds.

Floating-rate securities are debt instruments with floating-rate coupons that generally reset every 30 to 90 days. While floating-rate securities are senior to equity and fixed-income securities, there is no guaranteed return of principal in case of default. Floating-rate issues often have less interest-rate risk than other fixed-income investments. Floating-rate securities are most often secured assets, generally senior to a company’s secured debt, and can be transferred to debt holders, resulting in potential downside risk.

LIBOR, or the London Interbank Offered Rate, is a widely used benchmark for short-term taxable interest rates.

A repurchase agreement, or “overnight repo,” is an agreement between a seller and a buyer, usually of government securities, where the seller agrees to repurchase the securities at a given price and usually at a stated time. Repos are widely used money market instruments that serve as an interest-bearing, short-term “parking place” for large sums of money.

 

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Portfolio Summary   (Unaudited)

 

Asset Allocation (As a % of Investment Portfolio)    12/31/18      12/31/17  
Government & Agency Obligations      62%        76%  
Repurchase Agreement      38%        24%  
       100%        100%  
Weighted Average Maturity    12/31/18      12/31/17  
Deutsche DWS Variable Series II — DWS Government Money Market VIP      25 days        26 days  
Government & Agency Retail Money Fund Average*      28 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 7.

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. 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.

 

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Investment Portfolio   December 31, 2018

 

    Principal
Amount ($)
    Value ($)  
Government & Agency Obligations 61.7%

 

U.S. Government Sponsored Agencies 47.0%

 

Federal Farm Credit Bank:

 

1-month LIBOR minus 0.135%, 2.265%*, 4/11/2019

    500,000       500,000  

1-month LIBOR minus 0.075%, 2.304%*, 11/5/2019

    1,000,000       999,914  

1-month LIBOR minus 0.123%, 2.309%*, 8/13/2019

    1,000,000       1,000,000  

1-month LIBOR minus 0.110%, 2.311%*, 3/12/2019

    750,000       749,992  

3-month LIBOR minus 0.180%, 2.361%*, 11/1/2019

    500,000       500,000  

1-month LIBOR minus 0.145%, 2.361%*, 2/26/2019

    750,000       749,995  

1-month LIBOR minus 0.145%, 2.377%*, 3/29/2019

    1,000,000       1,000,000  

1-month LIBOR minus 0.130%, 2.392%*, 4/29/2019

    3,500,000       3,500,000  

1-month LIBOR minus 0.095%, 2.411%*, 7/25/2019

    1,000,000       999,993  

1-month LIBOR plus 0.040%, 2.427%*, 1/10/2019

    500,000       500,009  

1-month LIBOR minus 0.075%, 2.447%*, 4/29/2019

    1,000,000       999,984  

2.626%**, 8/21/2019

    350,000       344,158  

1-month LIBOR plus 0.190%, 2.66%*, 6/20/2019

    1,500,000       1,501,878  

Federal Home Loan Bank:

 

3-month LIBOR minus 0.330%, 2.09%*, 1/11/2019

    1,000,000       1,000,000  

3-month LIBOR minus 0.310%, 2.11%*, 1/11/2019

    1,500,000       1,500,000  

2.225%**, 1/18/2019

    400,000       399,585  

3-month LIBOR minus 0.280%, 2.261%*, 2/1/2019

    2,000,000       2,000,000  

1-month LIBOR minus 0.080%, 2.267%*, 2/4/2019

    800,000       800,000  

1-month LIBOR minus 0.080%, 2.267%*, 4/4/2019

    1,500,000       1,500,000  

Step-Up Coupon, 2.53 to 3/20/2019, 2.78 to 6/20/2019, 3.03 to 9/20/019

    1,200,000       1,200,000  

1-month LIBOR minus 0.100%, 2.287%*, 3/8/2019

    1,250,000       1,250,000  

1-month LIBOR minus 0.060%, 2.32%*, 12/6/2019

    500,000       500,000  

2.342%**, 3/20/2019

    350,000       348,248  

1-month LIBOR minus 0.085%, 2.347%*, 9/13/2019

    1,300,000       1,300,000  

1-month LIBOR minus 0.125%, 2.354%*, 6/21/2019

    1,000,000       1,000,000  

1-month LIBOR minus 0.130%, 2.374%*, 3/22/2019

    1,000,000       1,000,000  

1-month LIBOR minus 0.055%, 2.385%*, 1/14/2020

    500,000       500,000  

2.393%**, 3/11/2019

    1,000,000       995,477  

1-month LIBOR minus 0.110%, 2.394%*, 2/22/2019

    1,500,000       1,500,000  

1-month LIBOR minus 0.065%, 2.441%*, 8/28/2019

    500,000       500,000  
    Principal
Amount ($)
    Value ($)  

1-month LIBOR minus 0.025%, 2.445%*, 4/20/2020

    1,250,000       1,250,000  

2.5%, 5/7/2019

    1,000,000       999,951  

SOFR plus 0.040%, 2.5%*, 6/21/2019

    1,000,000       1,000,000  

3-month LIBOR minus 0.230%, 2.508%*, 12/3/2019

    500,000       500,000  

3-month LIBOR minus 0.190%, 2.517%*, 8/28/2019

    1,000,000       1,000,000  

SOFR plus 0.060%, 2.52%*, 9/10/2019

    500,000       500,000  

SOFR plus 0.065%, 2.525%*, 11/15/2019

    750,000       750,000  

2.596%**, 7/29/2019

    1,250,000       1,231,422  

Federal Home Loan Bank Discount Notes:

 

2.413%**, 2/25/2019

    1,000,000       996,364  

2.433%**, 3/27/2019

    1,500,000       1,491,500  

Federal Home Loan Banks, 2.535%**, 6/19/2019

    1,000,000       988,264  

Federal Home Loan Mortgage Corp.:

 

Step-Up Coupon, 2.53 to 3/20/2019, 2.78 to 6/20/2019, 3.03 to 9/20/2019

    400,000       400,000  

1-month LIBOR minus 0.150%, 2.282%*, 2/13/2019

    1,000,000       1,000,000  

1-month LIBOR minus 0.100%, 2.287%*, 8/8/2019

    2,500,000       2,499,712  

1-month LIBOR minus 0.100%, 2.355%*, 3/18/2019

    1,100,000       1,100,000  

1-month LIBOR minus 0.110%, 2.396%*, 5/28/2019

    1,250,000       1,250,000  

SOFR plus 0.025%, 2.485%*, 5/8/2019

    1,250,000       1,250,000  

Federal Home Loan Mortgage Corp. Discount Notes, 2.393%**, 2/20/2019

    1,000,000       996,722  

Federal National Mortgage Association:

 

SOFR plus 0.070%, 2.53%*, 10/30/2019

    250,000       250,000  

SOFR plus 0.100%, 2.56%*, 4/30/2020

    250,000       250,000  
   

 

 

 
      50,343,168  
U.S. Treasury Obligations 14.7%

 

U.S. Treasury Bills:

 

2.225%**, 2/14/2019

    750,000       747,988  

2.368%**, 3/21/2019

    1,500,000       1,492,410  

2.368%**, 3/21/2019

    1,500,000       1,492,213  

2.423%**, 4/11/2019

    1,500,000       1,490,141  

2.424%**, 4/11/2019

    1,500,000       1,489,938  

2.514%**, 6/13/2019

    775,000       766,297  

U.S. Treasury Floating Rate Notes:

 

3-month U.S. Treasury Bill Money Market Yield plus 0.070%, 2.5%*, 4/30/2019

    4,250,000       4,251,197  

3-month U.S. Treasury Bill Money Market Yield plus 0.140%, 2.57%*, 1/31/2019

    2,000,000       2,000,357  

U.S. Treasury Note, 2.75%, 2/15/2019

    2,000,000       2,000,670  
   

 

 

 
              15,731,211  

Total Government & Agency Obligations
(Cost $66,074,379)

 

    66,074,379  
 

 

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

 

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DWS Government Money Market VIP

  |   7


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    Principal
Amount ($)
    Value ($)  
Repurchase Agreements 38.4%

 

BNP Paribas, 2.95%, dated 12/31/2018, to be repurchased at $20,003,278 on 1/2/2019 (a)

    20,000,000       20,000,000  

Wells Fargo Bank, 3.00%, dated 12/31/2018, to be repurchased at $21,203,533 on 1/2/2019 (b)

    21,200,000       21,200,000  

Total Repurchase Agreements
(Cost $41,200,000)

 

    41,200,000  
    % of Net
Assets
    Value ($)  

Total Investment Portfolio
(Cost $107,274,379)

    100.1       107,274,379  
Other Assets and Liabilities, Net     (0.1     (94,603
Net Assets     100.0       107,179,776  
 

 

*

Floating rate security. These securities are shown at their current rate as of December 31, 2018.

 

**

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

 

(a)

Collateralized by:

 

Principal
Amount ($)
    Security    Rate (%)   Maturity
Date
  Collateral
Value ($)
 
  200     U.S. Treasury Bill    Zero Coupon   02/21/2019     199  
  20,778,900     U.S. Treasury Inflation Indexed Bond    0.375   07/15/2027     20,362,912  
  Total Collateral Value     20,363,111  

 

(b)

Collateralized by:

 

Principal
Amount ($)
    Security   Rate (%)   Maturity
Date
    Collateral
Value ($)
 
  14,271,600     Federal National Mortgage Association   2.495-5     1/1/2029–1/1/2049       14,601,228  
  1,220,703     Federal National Mortgage Corp.   2.368-3.138     11/1/2046–1/1/2048       1,221,211  
  5,769,866     Government National Mortgage Association   2.5-5.5     9/20/2045–12/20/2048       5,801,561  
  Total Collateral Value             21,624,000  

LIBOR: London Interbank Offered Rate

SOFR: Secured Overnight Financing Rate

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 December 31, 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 (c)   $                 —     $ 66,074,379     $                 —      $ 66,074,379  
Repurchase Agreements           41,200,000              41,200,000  
Total   $     $     107,274,379     $      $     107,274,379  

 

(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 December 31, 2018

 

Assets

 

Investments in securities, valued at
amortized cost
  $ 66,074,379  
Repurchase Agreements, valued at
amortized cost
    41,200,000  
Cash     106,228  
Receivable for Fund shares sold     78,481  
Interest receivable     118,203  
Other assets     2,734  
Total assets     107,580,025  
Liabilities        
Payable for Fund shares redeemed     182,488  
Distributions payable     79,139  
Accrued management fee     20,041  
Accrued Trustees’ fees     2,179  
Other accrued expenses and payables     116,402  
Total liabilities     400,249  
Net assets, at value   $ 107,179,776  
Net Assets Consist of        
Distributable earnings (loss)     14,762  
Paid-in capital     107,165,014  
Net assets, at value   $   107,179,776  

Class A Net Asset Value

 
Net asset value, offering and redemption price per share ($107,179,776 ÷ 107,248,730 outstanding shares of beneficial interest, no par value, unlimited number of shares authorized)   $ 1.00  

Statement of Operations

 

For the year ended December 31, 2018        
Investment Income        
Income:  
Interest   $ 1,962,649  
Expenses:  
Management fee     246,119  
Administration fee     104,731  
Services to Shareholders     2,165  
Custodian fee     4,360  
Professional fees     65,997  
Reports to shareholders     84,375  
Trustees’ fees and expenses     6,653  
Other     11,132  
Total expenses before expense reductions     525,532  
Expense reductions     (798
Total expenses after expense reductions     524,734  
Net investment income     1,437,915  
Net realized gain (loss) from investments     (141
Net increase (decrease) in net assets resulting from operations   $   1,437,774  
 

 

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

 

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  |   9


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Statements of Changes in Net Assets

 

    Years Ended December 31,  
Increase (Decrease) in Net Assets   2018     2017  
Operations:    
Net investment income (loss)   $ 1,437,915     $ 547,826  
Net realized gain (loss)     (141     53  
Net increase (decrease) in net assets resulting from operations     1,437,774       547,879  
Distributions to shareholders :    

Class A

    (1,437,977     (547,829 )* 
Fund share transactions:    

Class A

   
Proceeds from shares sold     122,763,991       111,220,770  
Reinvestment of distributions     1,393,905       514,778  
Payments for shares redeemed     (128,197,879     (122,921,320
Net increase (decrease) in net assets from Class A share transactions     (4,039,983     (11,185,772
Increase (decrease) in net assets     (4,040,186     (11,185,722
Net assets at beginning of period     111,219,962       122,405,684  
Net assets at end of period   $ 107,179,776     $ 111,219,962 ** 
Other Information:                

Class A

   
Shares outstanding at beginning of period     111,288,713       122,474,485  
Shares sold     122,763,991       111,220,770  
Shares issued to shareholders in reinvestment of distributions     1,393,905       514,778  
Shares redeemed     (128,197,879     (122,921,320
Net increase (decrease) in Fund shares     (4,039,983     (11,185,772
Shares outstanding at end of period     107,248,730       111,288,713  

 

*

Includes distributions from net investment income.

 

**

Includes undistributed net investment income of $14,912.

 

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

 

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Financial Highlights

 

   

Years Ended December 31,

 
Class A  

2018

    2017     2016     2015     2014  
Selected Per Share Data                                        
Net asset value, beginning of period   $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00  
Income from investment operations:          

Net investment income

    .014       .005       .001 b        .000     .000

Net realized gain (loss)

    (.000 )*      .000     .000     (.000 )*      .000

Total from investment operations

    .014       .005       .001       .000     .000
Less distributions from:          
Net investment income     (.014     (.005     (.001     (.000 )*      (.000 )* 
Net asset value, end of period   $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00  
Total Return (%)     1.39 a       .45       .05 a,b        .01 a        .01 a   
           
Ratios to Average Net Assets and Supplemental Data                                        
Net assets, end of period ($ millions)     107       111       122       134       177  
Ratio of expenses before expense reductions (%)c     .50       .48       .51       .49       .49  
Ratio of expenses after expense reductions (%)c     .50       .48       .44       .25       .18  
Ratio of net investment income (%)     1.37       .45       .05 b        .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.

 

*

Amount is less than $.0005.

 

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

 

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  |   11


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Notes to Financial Statements  

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.

In October 2018, the Securities and Exchange Commission adopted amendments to certain disclosure requirements in Securities Act Release No. 33-10532, Disclosure Update and Simplification, which is intended to facilitate the disclosure of information to investors and simplify compliance without significantly altering the total mix of information provided to investors. Effective with the current reporting period, the Fund adopted the amendments with the impacts being that the Fund is no longer required to present components of distributable earnings on the Statement of Assets and Liabilities or the sources of distributable earnings and the amount of undistributed net investment income on the Statements of Changes in Net Assets.

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 December 31, 2018 the Fund held repurchase agreements with a gross value of $41,200,000. 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.

 

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At December 31, 2018, the Fund had $141 of short-term tax basis capital loss carryforwards, which maybe applied against realized net taxable capital gains indefinitely.

The Fund has reviewed the tax positions for the open tax years as of December 31, 2018 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. 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.

At December 31, 2018, the Fund’s components of distributable earnings on a tax basis were as follows:

 

Undistributed ordinary income   $ 14,903  
Capital loss carryforwards   $ (141

At December 31, 2018, the aggregate cost of investments for federal income tax purposes was $107,274,379. In addition, the tax character of distributions paid by the Fund is summarized as follows:

 

    Years Ended December 31,  
     2018     2017  
Distributions from ordinary income   $ 1,437,977     $ 547,829  

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 year ended December 31, 2018, the fee pursuant to the Investment Management Agreement was equivalent to an annual rate (exclusive of any applicable waivers/reimbursements) of 0.235% of the Fund’s average daily net assets.

For the period from January 1, 2018 through September 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 0.51%.

 

Deutsche DWS Variable Series II —

DWS Government Money Market VIP

  |   13


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For the year ended December 31, 2018, fees waived and/or expenses reimbursed amounted to $798.

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 year ended December 31, 2018 the Administration Fee was $104,731, of which $8,538 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 year ended December 31, 2018, the amounts charged to the Fund by DSC aggregated $1,773, of which $285 is unpaid.

Typesetting and Filing Service Fees. Under an agreement with the fund, DIMA is compensated for providing certain pre-press and regulatory filing services to the Fund. For the year ended December 31, 2018, the amount charged to the Fund by DIMA included in the Statement of Operations under “Reports to shareholders” aggregated $8,088 of which $6,061 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 to each committee Chairperson.

C. Ownership of the Fund

At December 31, 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 45%, 19% and 15%.

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 December 31, 2018.

 

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Report of Independent Registered Public Accounting Firm

To the Board of Trustees of Deutsche DWS Variable Series II and Shareholders of DWS Government Money Market VIP:

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of DWS Government Money Market VIP (formerly Deutsche Government Money Market VIP) (the “Fund”) (one of the funds constituting Deutsche DWS Variable Series II (formerly Deutsche Variable Series II)) (the “Trust”), including the investment portfolio, as of December 31, 2018, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting Deutsche DWS Variable Series II) at December 31, 2018, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust’s internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2018, by correspondence with the custodian and brokers. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

LOGO

We have served as the auditor of one or more investment companies in the DWS family of funds since at least 1979, but we are unable to determine the specific year.

Boston, Massachusetts

February 14, 2019

 

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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 (July 1, 2018 to December 31, 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 December 31, 2018       
Actual Fund Return     Class A  
Beginning Account Value 7/1/18   $ 1,000.00  
Ending Account Value 12/31/18   $ 1,008.20  
Expenses Paid per $1,000*   $ 2.53  
Hypothetical 5% Fund Return     Class A  
Beginning Account Value 7/1/18   $ 1,000.00  
Ending Account Value 12/31/18   $ 1,025.21  
Expenses Paid per $1,000*   $ 2.55  

 

*

Expenses are equal to the Fund’s annualized expense ratio, multiplied by the average account value over the period, multiplied by 184 (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.

 

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Tax Information   (Unaudited)

Please consult a tax advisor if you have questions about federal or state income tax laws, or on how to prepare your tax returns. If you have specific questions about your account, please contact your insurance provider.

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 DWS Government Money Market VIP’s (the “Fund”) investment management agreement (the “Agreement”) with DWS Investment Management Americas, Inc. (“DIMA”) in September 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. DIMA is part of DWS Group GmbH & Co. KGaA (“DWS Group”). DWS Group 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. In 2018, approximately 20% of DWS Group’s shares were sold in an initial public offering, with Deutsche Bank AG owning the remaining shares.

As part of the contract review process, the Board carefully considered the fees and expenses of each DWS 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

 

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and addressing underperforming funds. Based on the information provided, the Board noted that, for the one- and three-year periods ended December 31, 2017, 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, 2017). 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 (3rd quartile) of the applicable Broadridge expense universe (based on Broadridge data provided as of December 31, 2017, and analyzing Broadridge expense universe Class A (net) expenses less any applicable 12b-1 fees). The Board noted the expense limitation agreed to by DIMA. The Board also noted the voluntary fee waivers implemented by DIMA prior to December 31, 2017 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 DWS U.S. registered funds (“DWS Funds”) and considered differences between the Fund and the comparable DWS 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 (“DWS Europe Funds”) managed by DWS Group. The Board noted that DIMA indicated that DWS Group does not manage any institutional accounts or DWS 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 DWS 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 DWS 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 or “fall-out” 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 DWS 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 its compliance processes in recent years. The Board noted in particular (i) the experience, seniority and time

 

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commitment of the individuals serving as DIMA’s and the Fund’s chief compliance officers and (ii) the substantial commitment of resources by DIMA and its affiliates to compliance matters, including the retention of compliance personnel.

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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Board Members and Officers

The following table presents certain information regarding the Board Members and Officers of the Fund. Each Board Member’s year of birth is set forth in parentheses after his or her name. Unless otherwise noted, (i) each Board Member has engaged in the principal occupation(s) noted in the table for at least the most recent five years, although not necessarily in the same capacity; and (ii) the address of each Independent Board Member is c/o Keith R. Fox, DWS Funds Board Chair, c/o Thomas R. Hiller, Ropes & Gray LLP, Prudential Tower, 800 Boylston Street, Boston, MA 02199-3600. Except as otherwise noted below, the term of office for each Board Member is until the election and qualification of a successor, or until such Board Member sooner dies, resigns, is removed or as otherwise provided in the governing documents of the Fund. Because the Fund does not hold an annual meeting of shareholders, each Board Member will hold office for an indeterminate period. The Board Members may also serve in similar capacities with other funds in the fund complex.

 

Independent Board Members            
Name, Year of Birth,
Position with the Fund and
Length of Time Served1
  Business Experience and Directorships During the Past Five Years   Number of
Funds in
DWS Fund
Complex
Overseen
    Other
Directorships
Held by Board
Member

Keith R. Fox, CFA (1954)

 

Chairperson since 2017, and Board Member since 1996

  Managing General Partner, Exeter Capital Partners (a series of private investment funds) (since 1986). Directorships: Progressive International Corporation (kitchen goods importer and distributor); The Kennel Shop (retailer); former Chairman, National Association of Small Business Investment Companies; former Directorships: BoxTop Media Inc. (advertising); Sun Capital Advisers Trust (mutual funds) (2011–2012)     82    

John W. Ballantine (1946)

 

Board Member since 1999

  Retired; formerly, Executive Vice President and Chief Risk Management Officer, First Chicago NBD Corporation/The First National Bank of Chicago (1996–1998); Executive Vice President and Head of International Banking (1995–1996); former Directorships: Director and former Chairman of the Board, Healthways, Inc.2 (population well-being and wellness services) (2003–2014); Stockwell Capital Investments PLC (private equity); Enron Corporation; FNB Corporation; Tokheim Corporation; First Oak Brook Bancshares, Inc. and Oak Brook Bank; Prisma Energy International; Public Radio International. Not-for-Profit Director, Trustee: Palm Beach Civic Association; Window to the World Communications (public media); Harris Theater for Music and Dance (Chicago); Life Director of Hubbard Street Dance Chicago     82     Portland
General
Electric2
(utility
company)
(2003–
present)

Henry P. Becton, Jr. (1943)

 

Board Member since 1990

  Vice Chair and former President, WGBH Educational Foundation. Directorships: Public Radio International; Public Radio Exchange (PRX); The Pew Charitable Trusts (charitable organization); Massachusetts Humane Society; Overseer of the New England Conservatory; former Directorships: Becton Dickinson and Company2 (medical technology company); Belo Corporation2 (media company); The PBS Foundation; Association of Public Television Stations; Boston Museum of Science; American Public Television; Concord Academy; New England Aquarium; Mass. Corporation for Educational Telecommunications; Committee for Economic Development; Public Broadcasting Service; Connecticut College; North Bennett Street School (Boston); American Documentary, Inc. (public media)     82    

Dawn-Marie Driscoll (1946)

 

Board Member since 1987

  Emeritus Executive Fellow, Center for Business Ethics, Bentley University; formerly: President, Driscoll Associates (consulting firm); Partner, Palmer & Dodge (law firm) (1988–1990); Vice President of Corporate Affairs and General Counsel, Filene’s (retail) (1978–1988). Directorships: Advisory Board, Center for Business Ethics, Bentley University; Trustee and former Chairman of the Board, Southwest Florida Community Foundation (charitable organization); former Directorships: ICI Mutual Insurance Company (2007–2015); Sun Capital Advisers Trust (mutual funds) (2007–2012), Investment Company Institute (audit, executive, nominating committees) and Independent Directors Council (governance, executive committees)     82    

Paul K. Freeman* (1950)

 

Board Member since 1993

  Consultant, World Bank/Inter-American Development Bank; Independent Directors Council (former chair); Investment Company Institute (executive committee); Adjunct Professor, University of Denver Law School (2017–present); formerly: Chairman of Education Committee of Independent Directors Council; Project Leader, International Institute for Applied Systems Analysis (1998–2001); Chief Executive Officer, The Eric Group, Inc. (environmental insurance) (1986–1998); Directorships: Knoebel Institute for Healthy Aging, University of Denver (2017–present); former Directorships: Prisma Energy International; Denver Zoo Foundation (2012–2018)     82    

 

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Name, Year of Birth,
Position with the Fund and
Length of Time Served1
  Business Experience and Directorships During the Past Five Years   Number of
Funds in
DWS Fund
Complex
Overseen
    Other
Directorships
Held by Board
Member

Richard J. Herring (1946)

 

Board Member since 1990

 

Jacob Safra Professor of International Banking and Professor of Finance, The Wharton School, University of Pennsylvania (since July 1972); Director, The Wharton Financial Institutions Center (since 1994); formerly: Vice Dean and Director, Wharton Undergraduate Division (1995–2000) and Director, The Lauder Institute of International Management Studies (2000–2006); Member FDIC Systemic Risk Advisory Committee since 2011, member Systemic Risk Council since 2012 and member of the Advisory Board at the Yale Program on Financial Stability since 2013; Formerly Co-Chair of the Shadow Financial Regulatory Committee (2003–2015), Executive Director of The Financial Economists Roundtable (2008–2015), Director of The Thai Capital Fund (2007–2013), Director of The Aberdeen Singapore Fund (2007–2018), and Nonexecutive Director of Barclays Bank DE (2010–2018)

    82     Director,
Aberdeen
Japan Fund
(since 2007)

William McClayton (1944)

 

Board Member since 2004

  Private equity investor (since October 2009); previously, Managing Director, Diamond Management & Technology Consultants, Inc. (global consulting firm) (2001–2009); Directorship: Board of Managers, YMCA of Metropolitan Chicago; formerly: Senior Partner, Arthur Andersen LLP (accounting) (1966–2001); Trustee, Ravinia Festival     82    

Rebecca W. Rimel (1951)

 

Board Member since 1995

  President, Chief Executive Officer and Director, The Pew Charitable Trusts (charitable organization) (1994–present); formerly: Executive Vice President, The Glenmede Trust Company (investment trust and wealth management) (1983–2004); Board Member, Investor Education (charitable organization) (2004–2005); Trustee, Executive Committee, Philadelphia Chamber of Commerce (2001–2007); Director, Viasys Health Care2 (January 2007–June 2007); Trustee, Thomas Jefferson Foundation (charitable organization) (1994–2012)     82     Director,
Becton
Dickinson
and
Company2
(medical
technology
company)
(2012–
present);
Director,
BioTelemetry
Inc.2 (health
care) (2009–
present)

William N. Searcy, Jr. (1946)

 

Board Member since 1993

  Private investor since October 2003; formerly: Pension & Savings Trust Officer, Sprint Corporation2 (telecommunications) (November 1989–September 2003); Trustee, Sun Capital Advisers Trust (mutual funds) (1998–2012)     82    

Jean Gleason Stromberg (1943)

 

Board Member since 1997

  Retired. Formerly, Consultant (1997–2001); Director, Financial Markets U.S. Government Accountability Office (1996–1997); Partner, Norton Rose Fulbright, L.L.P. (law firm) (1978–1996); former Directorships: The William and Flora Hewlett Foundation (charitable organization) (2000–2015); Service Source, Inc. (nonprofit), Mutual Fund Directors Forum (2002–2004), American Bar Retirement Association (funding vehicle for retirement plans) (1987–1990 and 1994–1996)     82    

 

Officers4     

Name, Year of Birth,

Position with the Fund and

Length of Time Served5

  Business Experience and Directorships During the Past Five Years

Hepsen Uzcan6 (1974)

 

President and Chief Executive Officer, 2017–present

 

Assistant Secretary, 2013–present

  Managing Director,3 DWS; Secretary, DWS USA Corporation (since March 2018); Assistant Secretary, DWS Distributors, Inc. (since June 25, 2018); Director and Vice President, DWS Service Company (since June 25, 2018); Assistant Secretary, DWS Investment Management Americas, Inc. (since June 25, 2018); and Director and President, DB Investment Managers, Inc. (since June 25, 2018); formerly: Vice President for the Deutsche funds (2016–2017)

John Millette8 (1962)

 

Vice President and Secretary, 1999–present

  Director,3 DWS; Chief Legal Officer, DWS Investment Management Americas, Inc. (2015–present); and Director and Vice President, DWS Trust Company (2016–present); formerly: Secretary, Deutsche Investment Management Americas Inc. (2015–2017)

Diane Kenneally8,9 (1966)

 

Treasurer and Chief Financial Officer since 2018

  Director,3 DWS; formerly: Assistant Treasurer for the DWS funds (2007–2018)

Caroline Pearson8 (1962)

Chief Legal Officer, 2010–present

  Managing Director,3 DWS; formerly: Secretary, Deutsche AM Distributors, Inc. (2002–2017); and Secretary, Deutsche AM Service Company (2010–2017)

 

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Name, Year of Birth,

Position with the Fund and

Length of Time Served5

  Business Experience and Directorships During the Past Five Years

Scott D. Hogan8 (1970)

 

Chief Compliance Officer, 2016–present

  Director,3 DWS

Wayne Salit7 (1967)

 

Anti-Money Laundering Compliance Officer, 2014–present

  Director,3 Deutsche Bank; and AML Officer, DWS Trust Company; formerly: Managing Director, AML Compliance Officer at BNY Mellon (2011–2014); and Director, AML Compliance Officer at Deutsche Bank (2004–2011)

Sheila Cadogan8 (1966)

 

Assistant Treasurer, 2017–present

  Director,3 DWS; Director and Vice President, DWS Trust Company (since 2018)

Paul Antosca8 (1957)

 

Assistant Treasurer, 2007–present

  Director,3 DWS

 

1 

The length of time served represents the year in which the Board Member joined the board of one or more DWS funds currently overseen by the Board.

 

2 

A publicly held company with securities registered pursuant to Section 12 of the Securities Exchange Act of 1934.

 

3 

Executive title, not a board directorship.

 

4 

As a result of their respective positions held with the Advisor or its affiliates, these individuals are considered “interested persons” of the Advisor within the meaning of the 1940 Act. Interested persons receive no compensation from the Fund.

 

5 

The length of time served represents the year in which the officer was first elected in such capacity for one or more DWS funds.

 

6 

Address: 345 Park Avenue, New York, NY 10154.

 

7 

Address: 60 Wall Street, New York, NY 10005.

 

8 

Address: One International Place, Boston, MA 02110.

 

9 

Appointed Treasurer and Chief Financial Officer effective July 2, 2018.

 

*

Paul K. Freeman retired from the Board effective December 31, 2018.

The Fund’s Statement of Additional Information (“SAI”) includes additional information about the Board Members. The SAI is available, without charge, upon request. If you would like to request a copy of the SAI, you may do so by calling the following toll-free number: (800) 728-3337.

 

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LOGO  

VS2GMM-2 (R-025834-8 2/19)

 


Table of Contents

December 31, 2018

Annual Report

Deutsche DWS Variable Series II

(formerly Deutsche Variable Series II)

 

 

DWS High Income VIP

(formerly Deutsche High Income VIP)

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, you may not be receiving paper copies of the Fund’s shareholder reports from the insurance company that offers your contract unless you specifically request paper copies from your insurance company or from your financial intermediary. Instead, the shareholder reports will be made available on a Web site, and your insurance company will notify you by mail each time a report is posted and provide you with a Web site link to access the report. Instructions for requesting paper copies will be provided by your insurance company.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from your insurance company electronically by following the instructions provided by your insurance company.

You may elect to receive all future reports in paper free of charge from your insurance company. If your insurance company informs you that future reports will be delivered via Web access, you can inform your insurance company that you wish to continue receiving paper copies of your shareholder reports by following the instructions provided by your insurance company.

LOGO


Table of Contents

Contents

 

  3      Performance Summary
  4      Management Summary
  6      Portfolio Summary
  7      Investment Portfolio
  14      Statement of Assets and Liabilities
  14      Statement of Operations
  15      Statements of Changes in Net Assets
  16      Financial Highlights
  17      Notes to Financial Statements
  25      Report of Independent Registered Public Accounting Firm
  26      Information About Your Fund’s Expenses
  27      Tax Information
  27      Proxy Voting
  28      Advisory Agreement Board Considerations and Fee Evaluation
  31      Board Members and Officers

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

 

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Performance Summary   December 31, 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        1-Year   3-Year   5-Year   10-Year
Class A   Growth of $10,000   $9,748   $11,829   $11,470   $23,570
    Average annual total return   –2.52%   5.76%   2.78%   8.95%
ICE BofA Merrill Lynch US High Yield Master II Constrained Index   Growth of $10,000   $9,773   $12,342   $12,068   $28,438
  Average annual total return   –2.27%   7.27%   3.83%   11.02%
DWS High Income VIP        1-Year   3-Year   5-Year   10-Year
Class B   Growth of $10,000   $9,724   $11,746   $11,302   $22,889
    Average annual total return   –2.76%   5.51%   2.48%   8.63%
ICE BofA Merrill Lynch US High Yield Master II Constrained Index   Growth of $10,000   $9,773   $12,342   $12,068   $28,438
  Average annual total return   –2.27%   7.27%   3.83%   11.02%

The growth of $10,000 is cumulative.

 

Deutsche DWS Variable Series II —

DWS High Income VIP

  |   3


Table of Contents
Management Summary   December 31, 2018 (Unaudited)

The Fund returned –2.52% in 2018 (Class A shares, unadjusted for contract charges), slightly underperforming the –2.27% return of its benchmark, the ICE BofA ML U.S. High Yield Master II Constrained Index. Much of the downturn for the index occurred in the fourth calendar quarter, when the combination of emerging concerns about the global growth outlook, uncertainty regarding U.S. trade policy, and shifting expectations for interest rates weighed heavily on higher-risk assets across the globe. A sharp drop in oil prices exacerbated the weakness in high yield in the final three months of the year, causing the index to decline 4.67% in that time.

In terms of the Fund’s broad positioning, an underweight in the poor-performing oil field services industry contributed to performance, as did an overweight in wireline communications. However, an overweight in chemicals, which lagged, was a detractor. From a ratings perspective, an underweight in lower-rated issues — particularly those rated CCC and below — aided results. Lower-rated bonds, after outperforming in the first nine months of the year, trailed the broader market by a wide margin in the fourth quarter.

At the individual security level, an overweight position in the short-dated bonds of the telecommunications company Frontier Communications Corp. contributed to performance. The bonds moved higher as it became increasingly clear that the company would refinance its near-term maturities. The exploration and production firm MEG Energy Corp., whose bonds rallied after the company became the target of a potential acquisition, also aided Fund performance. A zero weighting in Sanchez Energy Corp. further benefited results. The bonds traded weaker as the downturn in oil prices caused the company to encounter financial difficulties.

Adient Global Holdings Ltd., an automotive parts manufacturing firm that was hurt by operational issues, higher raw material prices, and changes to its senior management team, was a key detractor. Overweights in the energy exploration and production companies Halcon Resources Corp. and Hilcorp Energy LP also weighed on Fund returns, as the decline in oil prices eroded their financial health.

The Fund used derivatives to hedge its modest euro exposure back into U.S. dollars, which had no impact on relative performance. We also used a small investment in the credit default swap index (CDX) to gain short-term exposure to the broad market. The CDX position rose in value, slightly benefiting performance. While we use derivatives periodically for specific purposes, they are not a core aspect of our strategy.

We retain a cautiously positive view on the high-yield market, as we see a low probability of a recession in the near term. In addition, corporate fundamentals are solid and the default rate appears likely to remain low. The use of proceeds from new issuance remains focused on refinancing, which has reduced concerns about near-term maturities for high-yield issuers and contributing to low default expectations. Potential disruptions to this outlook include the possibility of poorly communicated or faster-than-expected tightening by the U.S. Federal Reserve, lingering geopolitical and macroeconomic issues, and/or resurgent global trade tensions. We continue to monitor the overall credit quality and covenant terms of new-issue bonds, as we view an increase in equity-friendly use of proceeds as a possible source of market disruption once the business cycle turns and credit conditions tighten.

We think the recent steep decline in the prices created an opportunity for select high-yield investments to generate favorable total returns. However, even with yield spreads having risen to more compelling levels, we believe fundamental credit analysis remains necessary to identify securities with attractive total return potential relative to the underlying risks. In addition, we seek to recognize broader investment themes that can translate to opportunities from sector allocation.

The views expressed reflect those of the portfolio management team only through the end of the period of the report as stated on the cover. The management team’s views are subject to change at any time based on market and other conditions and should not be construed as a recommendation. Past performance is no guarantee of future results. Current and future portfolio holdings are subject to risk.

Gary Russell, CFA, Managing Director

Thomas R. Bouchard, Director

Lonnie Fox, Director

Portfolio Managers

The views expressed reflect those of the portfolio management team only through the end of the period of the report as stated on the cover. The management team’s views are subject to change at any time based on market and other conditions and should not be construed as a recommendation. Past performance is no guarantee of future results. Current and future portfolio holdings are subject to risk.

 

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Deutsche DWS Variable Series II —

DWS High Income VIP


Table of Contents

Terms to Know

The ICE BofA ML US High Yield Master II Constrained Index tracks the performance of U.S. dollar denominated below-investment-grade corporate debt publicly issued in the U.S. domestic market.

Credit quality measures a bond issuer’s ability to repay interest and principal in a timely manner. Rating agencies assign letter designations, such as AAA, AA and so forth. The lower the rating, the higher the probability of default. Credit quality does not remove market risk and is subject to change.

Overweight means a fund holds a higher weighting in a given sector or individual security compared with its benchmark index; underweight means a fund holds a lower weighting.

Contribution and detraction incorporate both an investment’s total return and its weighting in the Fund.

Derivatives are contracts whose values can be based on a variety of instruments, including indices, currencies or securities. They can be utilized for a variety of reasons, including for hedging purposes, for risk management, for non-hedging purposes to seek to enhance potential gains, as a substitute for direct investment in a particular asset class or to keep cash on hand to meet shareholder redemptions. Investing in derivatives entails special risks relating to liquidity, leverage and credit that may reduce returns and/or increase volatility.

A swap is a derivative in which two counterparties exchange cash flows of one party’s financial instrument for those of the other party’s financial instrument for a set period of time.

 

Deutsche DWS Variable Series II —

DWS High Income VIP

  |   5


Table of Contents
Portfolio Summary   (Unaudited)

 

Asset Allocation (As a % of Investment Portfolio excluding Securities Lending Collateral)    12/31/18      12/31/17  
Corporate Bonds      83%        93%  
Cash Equivalent      8%        4%  

Loan Participations and Assignments

     6%         
Convertible Bonds      3%        3%  

Common Stocks

     0%        0%  

Warrants

     0%        0%  
       100%        100%  
Sector Diversification (As a % of Investment Portfolio excluding Cash Equivalent and Securities
Lending Collateral)
   12/31/18      12/31/17  

Communication Services

     23%        21%  
Energy      22%        23%  
Materials      17%        18%  
Consumer Discretionary      10%        12%  
Health Care      10%        7%  
Industrials      7%        7%  
Real Estate      3%        2%  
Utilities      3%        4%  

Information Technology

     2%        3%  

Consumer Staples

     2%        2%  
Financials      1%        1%  
       100%        100%  
Quality (As a % of Investment Portfolio excluding Cash Equivalent and Securities Lending Collateral)    12/31/18      12/31/17  
BBB      10%        5%  
BB      56%        54%  
B      28%        34%  
CCC      2%        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 7.

Following the Fund’s fiscal first and third quarter-end, a complete portfolio holdings listing is filed with the SEC on Form N-Q or Form N-PORT (available for filings after March 31, 2019). The Fund’s Form N-Q or Form N-PORT will be available on the SEC’s Web site at sec.gov. 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.

 

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Deutsche DWS Variable Series II —

DWS High Income VIP


Table of Contents
Investment Portfolio   December 31, 2018

 

    Principal
Amount ($)(a)
    Value ($)  
Corporate Bonds 83.5%

 

Communication Services 17.0%

 

Altice France SA:

 

144A, 7.375%, 5/1/2026

    910,000       834,925  

144A, 8.125%, 2/1/2027

    200,000       188,500  

Altice Luxembourg SA, 144A, 7.75%, 5/15/2022

    243,000       221,130  

CCO Holdings LLC:

 

144A, 5.0%, 2/1/2028

    150,000       138,000  

144A, 5.125%, 5/1/2027

    125,000       116,425  

5.25%, 9/30/2022

    680,000       674,050  

144A, 5.5%, 5/1/2026

    210,000       201,862  

144A, 5.875%, 4/1/2024

    170,000       169,150  

144A, 5.875%, 5/1/2027

    200,000       194,000  

CenturyLink, Inc.:

 

Series V, 5.625%, 4/1/2020

    180,000       179,100  

Series W, 6.75%, 12/1/2023 (b)

    90,000       86,738  

Clear Channel Worldwide Holdings, Inc., Series A,
6.5%, 11/15/2022

    180,000       178,200  

CSC Holdings LLC:

 

144A, 5.125%, 12/15/2021

    437,000       428,260  

144A, 5.5%, 4/15/2027

    345,000       320,850  

144A, 7.5%, 4/1/2028

    200,000       199,500  

144A, 10.875%, 10/15/2025

    230,000       258,462  

DISH DBS Corp.:

 

5.875%, 7/15/2022

    260,000       239,200  

5.875%, 11/15/2024

    135,000       108,675  

7.75%, 7/1/2026

    60,000       49,650  

Frontier Communications Corp.:

 

7.125%, 1/15/2023

    440,000       248,600  

10.5%, 9/15/2022

    50,000       34,750  

11.0%, 9/15/2025

    80,000       49,796  

Intelsat Jackson Holdings SA:

 

144A, 8.5%, 10/15/2024

    215,000       208,550  

144A, 9.75%, 7/15/2025

    170,000       170,476  

Netflix, Inc.:

 

4.375%, 11/15/2026 (b)

    180,000       163,350  

144A, 4.625%, 5/15/2029

    EUR 130,000       145,986  

5.875%, 2/15/2025

    60,000       60,525  

Sirius XM Radio, Inc., 144A, 3.875%, 8/1/2022

    300,000       285,000  

SoftBank Group Corp., REG S, 5.0%, 4/15/2028

    EUR 100,000       110,777  

Sprint Capital Corp.:

 

6.875%, 11/15/2028

    85,000       80,325  

8.75%, 3/15/2032

    115,000       121,325  

Sprint Corp.:

 

7.125%, 6/15/2024

    805,000       797,224  

7.625%, 3/1/2026

    135,000       133,312  

T-Mobile U.S.A., Inc.:

 

4.75%, 2/1/2028

    65,000       58,825  

6.0%, 4/15/2024

    164,000       164,000  

6.5%, 1/15/2026

    10,000       10,200  

Telesat Canada, 144A, 8.875%, 11/15/2024

    130,000       135,200  

ViaSat, Inc., 144A, 5.625%, 9/15/2025

    55,000       50,600  

Virgin Media Secured Finance PLC:

 

144A, 5.25%, 1/15/2026

    200,000       183,250  

144A, 5.5%, 8/15/2026

    215,000       198,843  
    Principal
Amount ($)(a)
    Value ($)  

Zayo Group LLC:

 

144A, 5.75%, 1/15/2027

    240,000       214,200  

6.0%, 4/1/2023

    185,000       175,308  

6.375%, 5/15/2025

    281,000       261,330  
   

 

 

 
      8,848,429  
Consumer Discretionary 9.0%

 

Adient Global Holdings Ltd.,
REG S, 3.5%, 8/15/2024

    EUR 185,000       170,096  

Ally Financial, Inc., 5.75%, 11/20/2025 (b)

    110,000       109,450  

American Axle & Manufacturing, Inc.:

 

6.25%, 4/1/2025 (b)

    160,000       145,600  

6.25%, 3/15/2026

    65,000       58,338  

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

    219,000       209,692  

Ashtead Capital, Inc., 144A, 5.25%, 8/1/2026

    240,000       231,600  

Ashton Woods U.S.A. LLC, 144A, 6.75%, 8/1/2025

    165,000       143,550  

Boyd Gaming Corp.:

 

6.0%, 8/15/2026

    160,000       149,600  

6.875%, 5/15/2023

    100,000       101,000  

Cumberland Farms, Inc., 144A, 6.75%, 5/1/2025

    48,000       48,240  

Dana Financing Luxembourg Sarl:

 

144A, 5.75%, 4/15/2025

    155,000       144,537  

144A, 6.5%, 6/1/2026

    160,000       153,400  

Dana, Inc., 5.5%, 12/15/2024

    65,000       60,450  

Eldorado Resorts Inc, 144A, 6.0%, 9/15/2026

    173,000       163,485  

Fiat Chrysler Automobiles NV, 5.25%, 4/15/2023

    445,000       435,544  

Group 1 Automotive, Inc., 5.0%, 6/1/2022

    80,000       75,800  

HD Supply, Inc., 144A, 5.375%, 10/15/2026

    190,000       184,300  

Lennar Corp.:

 

4.75%, 11/15/2022

    110,000       106,700  

4.75%, 11/29/2027

    120,000       108,300  

5.0%, 6/15/2027

    50,000       45,625  

Merlin Entertainments PLC, 144A, 5.75%, 6/15/2026

    200,000       197,500  

MGM Resorts International, 5.75%, 6/15/2025

    190,000       183,350  

NCL Corp., Ltd., 144A, 4.75%, 12/15/2021

    93,000       92,303  

Netflix, Inc., 144A, 5.875%, 11/15/2028

    71,000       68,991  

Penn National Gaming, Inc., 144A, 5.625%, 1/15/2027

    80,000       71,600  

Penske Automotive Group, Inc., 5.5%, 5/15/2026

    165,000       153,450  

Rivers Pittsburgh Borrower LP, 144A, 6.125%, 8/15/2021

    50,000       48,500  

Seminole Hard Rock Entertainment, Inc., 144A, 5.875%, 5/15/2021

    90,000       89,775  

Sonic Automotive, Inc., 6.125%, 3/15/2027

    55,000       48,125  

Stars Group Holdings BV, 144A, 7.0%, 7/15/2026

    200,000       194,500  
 

 

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 ($)(a)
    Value ($)  

Suburban Propane Partners LP, 5.75%, 3/1/2025

    105,000       96,075  

Toll Brothers Finance Corp., 4.35%, 2/15/2028

    127,000       108,585  

TRI Pointe Group, Inc., 5.25%, 6/1/2027

    135,000       105,259  

United Rentals North America, Inc., 6.5%, 12/15/2026

    125,000       123,125  

Viking Cruises Ltd., 144A, 5.875%, 9/15/2027

    205,000       191,162  

WMG Acquisition Corp., 144A, 5.0%, 8/1/2023

    75,000       72,938  
   

 

 

 
      4,690,545  
Consumer Staples 2.1%

 

Cott Holdings, Inc., 144A, 5.5%, 4/1/2025

    225,000       212,063  

FAGE International SA, 144A, 5.625%, 8/15/2026

    220,000       188,100  

JBS U.S.A. LUX SA:

 

144A, 5.75%, 6/15/2025

    210,000       200,550  

144A, 6.75%, 2/15/2028

    235,000       229,125  

Pilgrim’s Pride Corp.:

 

144A, 5.75%, 3/15/2025

    50,000       46,875  

144A, 5.875%, 9/30/2027

    150,000       136,125  

Simmons Foods, Inc., 144A, 5.75%, 11/1/2024

    100,000       71,000  
   

 

 

 
      1,083,838  
Energy 20.3%

 

Antero Midstream Partners LP, 5.375%, 9/15/2024

    125,000       116,563  

Antero Resources Corp.:

 

5.125%, 12/1/2022

    100,000       94,000  

5.375%, 11/1/2021

    420,000       405,300  

5.625%, 6/1/2023

    45,000       42,750  

Ascent Resources Utica Holdings LLC, 144A, 7.0%, 11/1/2026

    85,000       76,925  

Blue Racer Midstream LLC, 144A, 6.125%, 11/15/2022

    295,000       284,675  

Carrizo Oil & Gas, Inc.,
8.25%, 7/15/2025

    100,000       98,000  

Cheniere Corpus Christi Holdings LLC:

 

5.125%, 6/30/2027

    230,000       217,131  

5.875%, 3/31/2025

    165,000       164,175  

7.0%, 6/30/2024

    470,000       495,850  

Cheniere Energy Partners LP, 144A, 5.625%, 10/1/2026

    160,000       149,600  

Chesapeake Energy Corp.:

 

7.5%, 10/1/2026

    80,000       68,400  

8.0%, 1/15/2025 (b)

    165,000       145,613  

8.0%, 6/15/2027

    315,000       264,600  

CNX Midstream Partners LP, 144A, 6.5%, 3/15/2026

    107,000       101,650  

Crestwood Midstream Partners LP:

 

5.75%, 4/1/2025

    65,000       60,288  

6.25%, 4/1/2023

    245,000       235,812  

DCP Midstream Operating LP:

 

3.875%, 3/15/2023

    100,000       93,750  

5.375%, 7/15/2025

    215,000       210,162  

Diamondback Energy, Inc.:

 

144A, 4.75%, 11/1/2024

    220,000       212,300  

4.75%, 11/1/2024

    125,000       120,625  
    Principal
Amount ($)(a)
    Value ($)  

Endeavor Energy Resources LP:

 

144A, 5.5%, 1/30/2026

    35,000       35,875  

144A, 5.75%, 1/30/2028

    35,000       35,707  

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

    145,000       141,375  

Extraction Oil & Gas, Inc., 144A, 5.625%, 2/1/2026

    135,000       98,550  

Genesis Energy LP:

 

6.25%, 5/15/2026

    215,000       184,362  

6.5%, 10/1/2025

    305,000       268,400  

Gulfport Energy Corp.:

 

6.0%, 10/15/2024

    60,000       53,100  

6.375%, 5/15/2025

    100,000       88,500  

6.375%, 1/15/2026

    150,000       129,750  

Halcon Resources Corp.,
6.75%, 2/15/2025

    125,000       91,250  

Hilcorp Energy I LP:

 

144A, 5.0%, 12/1/2024

    105,000       92,925  

144A, 5.75%, 10/1/2025

    245,000       218,050  

144A, 6.25%, 11/1/2028

    205,000       180,400  

Holly Energy Partners LP, 144A, 6.0%, 8/1/2024

    225,000       220,500  

Jagged Peak Energy LLC, 144A, 5.875%, 5/1/2026

    74,000       68,820  

Laredo Petroleum, Inc.:

 

5.625%, 1/15/2022

    70,000       62,825  

6.25%, 3/15/2023 (b)

    215,000       192,962  

Matador Resources Co., 5.875%, 9/15/2026

    134,000       123,280  

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

    234,000       237,510  

Murphy Oil U.S.A., Inc.,
5.625%, 5/1/2027

    65,000       62,400  

Nabors Industries, Inc.:

 

5.5%, 1/15/2023 (b)

    15,000       11,906  

5.75%, 2/1/2025

    80,000       60,566  

NuStar Logistics LP,
5.625%, 4/28/2027

    236,000       220,070  

Oasis Petroleum, Inc.:

 

6.875%, 3/15/2022 (b)

    138,000       130,065  

6.875%, 1/15/2023

    60,000       55,425  

Parsley Energy LLC:

 

144A, 5.25%, 8/15/2025

    55,000       49,775  

144A, 5.375%, 1/15/2025

    85,000       78,200  

144A, 5.625%, 10/15/2027

    120,000       109,050  

PDC Energy, Inc.,
6.125%, 9/15/2024

    150,000       138,750  

Peabody Energy Corp., 144A, 6.0%, 3/31/2022

    295,000       286,150  

Precision Drilling Corp., 144A, 7.125%, 1/15/2026

    110,000       94,600  

Range Resources Corp.:

 

4.875%, 5/15/2025

    125,000       102,500  

5.0%, 8/15/2022

    305,000       272,975  

5.0%, 3/15/2023

    125,000       110,000  

5.875%, 7/1/2022

    140,000       129,500  

Resolute Energy Corp., 8.5%, 5/1/2020

    31,000       30,535  

Shelf Drilling Holdings Ltd., 144A, 8.25%, 2/15/2025

    180,000       153,900  

Southwestern Energy Co.:

 

6.2%, 1/23/2025

    60,000       53,625  

7.75%, 10/1/2027

    330,000       313,500  
 

 

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 ($)(a)
    Value ($)  

Sunoco LP:

 

5.5%, 2/15/2026

    130,000       123,175  

5.875%, 3/15/2028

    35,000       32,738  

Targa Resources Partners LP:

 

4.25%, 11/15/2023

    210,000       194,512  

5.0%, 1/15/2028

    235,000       212,675  

5.375%, 2/1/2027

    260,000       243,750  

144A, 5.875%, 4/15/2026

    113,000       109,893  

Transocean, Inc., 144A,
9.0%, 7/15/2023

    110,000       109,450  

U.S.A. Compression Partners LP, 144A, 6.875%, 4/1/2026

    142,000       136,320  

Weatherford International Ltd.:

 

4.5%, 4/15/2022 (b)

    190,000       111,150  

8.25%, 6/15/2023

    70,000       42,000  

Whiting Petroleum Corp.,
5.75%, 3/15/2021

    300,000       285,000  

WPX Energy, Inc.:

 

5.25%, 9/15/2024

    145,000       131,225  

6.0%, 1/15/2022

    43,000       41,818  

8.25%, 8/1/2023

    105,000       109,725  
   

 

 

 
      10,529,233  
Financials 1.1%

 

CIT Group, Inc.:

 

4.75%, 2/16/2024

    210,000       202,125  

4.125%, 3/9/2021

    15,000       14,775  

CNO Financial Group, Inc.,
5.25%, 5/30/2025

    100,000       95,250  

Lincoln Finance Ltd., 144A, 7.375%, 4/15/2021

    105,000       106,313  

Tempo Acquisition LLC, 144A, 6.75%, 6/1/2025

    75,000       69,375  

Travelport Corporate Finance PLC, 144A, 6.0%, 3/15/2026

    101,000       102,010  
   

 

 

 
      589,848  
Health Care 8.9%

 

Avantor, Inc., 144A,
6.0%, 10/1/2024

    70,000       68,775  

Bausch Health Companies, Inc.:

 

144A, 5.625%, 12/1/2021

    97,000       95,545  

144A, 5.875%, 5/15/2023

    170,000       157,250  

144A, 6.125%, 4/15/2025

    150,000       130,875  

144A, 6.5%, 3/15/2022

    105,000       105,525  

144A, 7.0%, 3/15/2024

    255,000       257,550  

144A, 8.5%, 1/31/2027

    275,000       266,750  

144A, 9.25%, 4/1/2026

    85,000       85,000  

Centene Corp., 144A,
5.375%, 6/1/2026

    95,000       92,388  

Charles River Laboratories International, Inc., 144A,
5.5%, 4/1/2026

    20,000       19,700  

DaVita, Inc.:

 

5.0%, 5/1/2025

    110,000       99,825  

5.125%, 7/15/2024

    110,000       103,125  

Endo Dac, 144A, 6.0%, 7/15/2023

    195,000       148,688  

HCA, Inc.:

 

5.625%, 9/1/2028

    340,000       328,100  

4.75%, 5/1/2023

    360,000       354,600  

5.25%, 6/15/2026

    580,000       575,650  

5.375%, 9/1/2026

    170,000       165,325  

5.875%, 2/15/2026

    190,000       189,050  
    Principal
Amount ($)(a)
    Value ($)  

Mallinckrodt International Finance SA, 144A,
5.625%, 10/15/2023 (b)

    100,000       76,000  

Tenet Healthcare Corp.:

 

4.5%, 4/1/2021

    90,000       87,525  

5.125%, 5/1/2025

    225,000       209,812  

6.75%, 6/15/2023 (b)

    45,000       42,244  

7.0%, 8/1/2025

    25,000       23,125  

Teva Pharmaceutical Finance Netherlands III BV:

 

2.2%, 7/21/2021

    335,000       307,936  

6.0%, 4/15/2024

    250,000       240,803  

6.75%, 3/1/2028

    200,000       193,788  

WellCare Health Plans, Inc., 144A, 5.375%, 8/15/2026

    210,000       202,650  
   

 

 

 
      4,627,604  
Industrials 6.5%

 

Bombardier, Inc.:

 

144A, 5.75%, 3/15/2022

    230,000       214,475  

144A, 6.0%, 10/15/2022

    283,000       265,312  

BWX Technologies, Inc., 144A, 5.375%, 7/15/2026

    30,000       28,866  

Covanta Holding Corp.:

 

5.875%, 3/1/2024

    160,000       150,400  

5.875%, 7/1/2025

    85,000       78,200  

DAE Funding LLC:

 

144A, 4.5%, 8/1/2022

    8,000       7,680  

144A, 5.0%, 8/1/2024

    25,000       24,188  

144A, 5.75%, 11/15/2023

    115,000       113,850  

Energizer Gamma Acquisition, Inc., 144A, 6.375%, 7/15/2026

    120,000       110,100  

Meritor, Inc., 6.25%, 2/15/2024

    75,000       71,625  

Moog, Inc., 144A,
5.25%, 12/1/2022

    120,000       119,100  

Novelis Corp.:

 

144A, 5.875%, 9/30/2026

    230,000       203,550  

144A, 6.25%, 8/15/2024

    290,000       272,600  

Park Aerospace Holdings Ltd.:

 

144A, 4.5%, 3/15/2023

    310,000       289,850  

144A, 5.25%, 8/15/2022

    327,000       316,372  

144A, 5.5%, 2/15/2024

    245,000       236,425  

Prime Security Services Borrower LLC, 144A, 9.25%, 5/15/2023

    4,000       4,125  

Summit Materials LLC,
6.125%, 7/15/2023

    200,000       198,000  

Tennant Co., 5.625%, 5/1/2025

    30,000       28,275  

TransDigm, Inc.,
5.5%, 10/15/2020

    150,000       148,875  

United Rentals North America, Inc., 5.75%, 11/15/2024

    540,000       519,750  
   

 

 

 
      3,401,618  
Information Technology 1.8%

 

Cardtronics, Inc., 144A,
5.5%, 5/1/2025

    95,000       87,875  

Change Healthcare Holdings LLC, 144A, 5.75%, 3/1/2025

    210,000       195,825  

Dell International LLC, 144A, 5.875%, 6/15/2021

    110,000       109,881  

Fair Isaac Corp., 144A,
5.25%, 5/15/2026

    130,000       125,775  

First Data Corp., 144A,
5.375%, 8/15/2023

    175,000       171,938  

Refinitiv U.S. Holdings, Inc., 144A, 8.25%, 11/15/2026

    85,000       77,669  
 

 

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

 

Deutsche DWS Variable Series II —

DWS High Income VIP

  |   9


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

TTM Technologies, Inc., 144A, 5.625%, 10/1/2025

    155,000       144,150  
   

 

 

 
      913,113  
Materials 12.0%

 

AK Steel Corp.:

 

6.375%, 10/15/2025 (b)

    100,000       77,000  

7.0%, 3/15/2027

    60,000       46,800  

7.5%, 7/15/2023

    340,000       337,450  

Ardagh Packaging Finance PLC, 144A, 6.0%, 2/15/2025

    220,000       203,086  

Axalta Coating Systems LLC, 144A, 4.875%, 8/15/2024

    175,000       165,375  

Berry Global, Inc.,
5.5%, 5/15/2022

    315,000       313,425  

BWAY Holding Co., 144A,
5.5%, 4/15/2024

    175,000       164,500  

Cascades, Inc., 144A,
5.5%, 7/15/2022

    26,000       25,350  

CF Industries, Inc.,
3.45%, 6/1/2023

    145,000       134,850  

Chemours Co.:

 

5.375%, 5/15/2027

    115,000       103,500  

6.625%, 5/15/2023

    99,000       99,990  

7.0%, 5/15/2025

    60,000       60,450  

Clearwater Paper Corp., 144A, 5.375%, 2/1/2025

    110,000       99,275  

Constellium NV:

 

144A, 4.625%, 5/15/2021

    EUR 150,000       170,646  

144A, 5.75%, 5/15/2024

    250,000       230,000  

144A, 6.625%, 3/1/2025

    250,000       231,875  

Flex Acquisition Co., Inc, 144A, 7.875%, 7/15/2026

    165,000       148,500  

Freeport-McMoRan, Inc.:

 

3.55%, 3/1/2022

    440,000       416,350  

3.875%, 3/15/2023

    115,000       106,375  

4.0%, 11/14/2021

    180,000       175,050  

5.4%, 11/14/2034

    65,000       51,188  

5.45%, 3/15/2043

    18,000       13,703  

Hexion, Inc.:

 

6.625%, 4/15/2020

    165,000       131,587  

144A, 10.375%, 2/1/2022

    40,000       31,900  

Hudbay Minerals, Inc.:

 

144A, 7.25%, 1/15/2023

    175,000       172,812  

144A, 7.625%, 1/15/2025 (b)

    150,000       146,625  

Kaiser Aluminum Corp.,
5.875%, 5/15/2024

    145,000       141,737  

Kronos International, Inc., REG S, 3.75%, 9/15/2025

    EUR 100,000       102,545  

Mercer International, Inc.,
6.5%, 2/1/2024

    110,000       107,525  

NOVA Chemicals Corp.:

 

144A, 4.875%, 6/1/2024

    185,000       166,962  

144A, 5.25%, 6/1/2027

    140,000       123,900  

Platform Specialty Products Corp.:

 

144A, 5.875%, 12/1/2025

    85,000       79,475  

144A, 6.5%, 2/1/2022

    290,000       290,000  

Reynolds Group Issuer, Inc.:

 

144A, 5.125%, 7/15/2023

    290,000       276,225  

144A, 7.0%, 7/15/2024

    35,000       33,338  

Teck Resources Ltd.:

 

6.125%, 10/1/2035

    225,000       214,875  

6.25%, 7/15/2041

    330,000       312,675  
    Principal
Amount ($)(a)
    Value ($)  

Tronox Finance PLC, 144A, 5.75%, 10/1/2025

    66,000       53,460  

Tronox, Inc., 144A,
6.5%, 4/15/2026 (b)

    122,000       101,260  

United States Steel Corp.:

 

6.25%, 3/15/2026

    64,000       56,000  

6.875%, 8/15/2025

    295,000       269,925  

WR Grace & Co-Conn, 144A, 5.125%, 10/1/2021

    65,000       64,350  
   

 

 

 
      6,251,914  
Real Estate 2.4%

 

CyrusOne LP:

 

(REIT), 5.0%, 3/15/2024

    200,000       196,000  

(REIT), 5.375%, 3/15/2027

    165,000       160,050  

Iron Mountain, Inc.:

 

144A, (REIT), 5.25%, 3/15/2028

    115,000       101,488  

5.75%, 8/15/2024

    130,000       123,500  

(REIT), 6.0%, 8/15/2023

    300,000       303,750  

MPT Operating Partnership LP, (REIT), 6.375%, 3/1/2024

    170,000       174,250  

SBA Communications Corp., (REIT), 4.0%, 10/1/2022

    215,000       204,787  
   

 

 

 
      1,263,825  
Utilities 2.4%

 

AmeriGas Partners LP:

 

5.5%, 5/20/2025

    205,000       187,575  

5.75%, 5/20/2027

    110,000       97,350  

Calpine Corp.:

 

144A, 5.25%, 6/1/2026

    90,000       82,125  

5.75%, 1/15/2025

    45,000       41,175  

NGL Energy Partners LP,
5.125%, 7/15/2019

    140,000       138,950  

NRG Energy, Inc.,
5.75%, 1/15/2028

    200,000       192,000  

Vistra Energy Corp.:

 

5.875%, 6/1/2023

    70,000       70,000  

7.625%, 11/1/2024

    264,000       278,520  

Vistra Operations Co., LLC, 144A, 5.5%, 9/1/2026

    175,000       168,438  
   

 

 

 
              1,256,133  

Total Corporate Bonds (Cost $46,342,438)

 

    43,456,100  
Loan Participations and Assignments 5.4%

 

Senior Loans**

 

AMC Entertainment Holdings, Inc., Term Loan, USD LIBOR + 2.250%, 12/15/2022 (c)

    110,000       106,178  

Axalta Coating Systems U.S. Holdings, Inc., Term Loan B3, 3-month USD LIBOR + 1.750%, 4.553%, 6/1/2024

    198,998       188,135  

CenturyLink, Inc., Term Loan B, 1-month USD LIBOR + 2.750%, 5.272%, 1/31/2025

    1,326,799       1,242,547  

CSC Holdings LLC, First Lien Term Loan, 1-month USD LIBOR + 2.250%,
4.705%, 7/17/2025

    238,187       226,754  

First Data Corp., Term Loan, USD LIBOR + 2.00%, 7/8/2022 (c)

    250,000       240,820  
 

 

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

 

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DWS High Income VIP


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

Mediacom Illinois LLC, Term Loan N, USD LIBOR +
1.750%, 2/15/2024 (c)

    225,000       215,251  

Sprint Communications, Inc., First Lien Term Loan B, USD LIBOR + 2.500%, 2/2/2024 (c)

    150,000       143,126  

TransDigm, Inc., Term Loan F, USD LIBOR + 2.500%, 6/9/2023 (c)

    139,648       132,142  

Unitymedia Finance LLC, Term Loan D, 1-month USD LIBOR + 2.250%, 4.705%, 1/15/2026

    88,493       85,690  

UPC Financing Partnership, Term Loan AR, USD LIBOR + 2.500%, 1/15/2026 (c)

    225,000       214,705  

Total Loan Participations and Assignments
(Cost $2,914,744)

 

    2,795,348  
Convertible Bonds 3.3%

 

Communication Services 0.1%

 

DISH Network Corp.,
2.375%, 3/15/2024

    35,000       27,866  
Materials 3.2%

 

GEO Specialty Chemicals, Inc., 3-month USD-LIBOR + 14.0%, 16.707%** PIK, 10/18/2025 (d)

    1,585,459       1,710,710  

Total Convertible Bonds (Cost $1,612,280)

 

    1,738,576  
    Shares     Value ($)  
Common Stocks 0.2%  
Industrials 0.0%

 

Quad Graphics, Inc.

    287       3,536  
    Shares     Value ($)  
Materials 0.2%

 

GEO Specialty Chemicals, Inc.* (d)

    927,264       116,001  

GEO Specialty Chemicals, Inc. 144A* (d)

    2,206       276  
   

 

 

 
        116,277  

Total Common Stocks (Cost $502,972)

 

    119,813  
Warrant 0.1%

 

Materials

 

Hercules Trust II, Expiration Date 3/31/2029* (d) (Cost $244,286)

    1,100       27,119  
Securities Lending Collateral 2.8%

 

DWS Government & Agency Securities Portfolio “DWS Government Cash Institutional Shares, 2.29% (e) (f)
(Cost $1,464,490)

    1,464,490       1,464,490  
Cash Equivalent 8.4%  

DWS Central Cash Management Government Fund, 2.41% (e) (Cost $4,341,875)

    4,341,875       4,341,875  
    % of Net
Assets
    Value ($)  

Total Investment Portfolio
(Cost $57,423,085)

    103.7       53,943,321  
Other Assets and Liabilities, Net     (3.7     (1,920,340
Net Assets     100.0       52,022,981  
 

 

A summary of the Fund’s transactions with affiliated investments during the year ended December 31, 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
12/31/2018
   

Value ($)

at
12/31/2018

 

Securities Lending Collateral 2.8%

 

DWS Government & Agency Securities Portfolio “DWS Government Cash Institutional Shares”, 2.29% (e) (f)

 

1,697,463           232,973 (g)                  33,635             1,464,490       1,464,490  

Cash Equivalent 8.4%

 

DWS Central Cash Management Government Fund, 2.41% (e)

 

2,240,926     25,477,738       23,376,789                   69,371             4,341,875       4,341,875  
3,938,389     25,477,738       23,609,762                   103,006             5,806,365       5,806,365  

 

*

Non-income producing security.

 

**

Variable or floating rate security. These securities are shown at their current rate as of December 31, 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.

 

(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 December 31, 2018 amounted to $1,401,654, which is 2.7% of net assets.

 

(c)

All or a portion of the security represents unsettled loan commitments at December 31, 2018 where the rate will be determined at time of settlement.

 

(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.

 

 

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

 

Deutsche DWS Variable Series II —

DWS High Income VIP

  |   11


Table of Contents
(f)

Represents collateral held in connection with securities lending. Income earned by the Fund is net of borrower rebates.

 

(g)

Represents the net increase (purchase cost) or decrease (sales proceeds) in the amount invested for the year ended December 31, 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 December 31, 2018, the Fund had the following open forward foreign currency contracts:

 

Contracts to Deliver     In Exchange For     Settlement
Date
     Unrealized
Depreciation ($)
     Counterparty
EUR     627,271       USD       719,179       1/31/2019        (1,436    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 A 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 December 31, 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 (h)         

Corporate Bonds

  $     $ 43,456,100     $      $ 43,456,100  

Loan Participations and Assignments

          2,795,348              2,795,348  

Convertible Bonds

          27,866       1,710,710        1,738,576  
Common Stocks (h)     3,536             116,277        119,813  
Warrant                 27,119        27,119  
Short-Term Investments (h)     5,806,365                    5,806,365  
Total   $ 5,809,901     $ 46,279,314     $ 1,854,106      $ 53,943,321  
Liabilities   Level 1     Level 2     Level 3      Total  
Derivatives (i)         

Forward Foreign Currency Exchange Contracts

  $     $ (1,436   $      $ (1,436
Total   $     $ (1,436   $      $ (1,436

 

(h)

See Investment Portfolio for additional detailed categorizations.

 

(i)

Derivatives include unrealized appreciation (depreciation) on open forward foreign currency contract.

 

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

 

  12     |  

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DWS High Income VIP


Table of Contents

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)     (283,013     (143,913     (2,613     (429,539
Amortization of premium/accretion of discount     229                   229  
Purchases/PIK     42,791       210,822             253,613  
(Sales)                        
Transfer into Level 3                        
Transfer (out) of Level 3                        
Balance as of December 31, 2018   $ 1,710,710     $ 116,277     $ 27,119     $ 1,854,106  
Net change in unrealized appreciation (depreciation) from investments still held as of December 31, 2018   $ (283,013   $ (143,913   $ (2,613   $ (429,539

 

Quantitative Disclosure About Significant Unobservable Inputs
Asset Class  

Fair Value

at 12/31/18

    Valuation Technique(s)     Unobservable Input   Range (Weighted Average)
Common Stocks        
Materials     $116,277       Market Approach     EBITDA Multiple   5.56%
                    Discount for lack of marketability   22%
Warrant        
Materials     $27,119       Black Scholes Option Pricing Model     Implied Volatility of Option   21.61%
                   

Discount for lack of marketability

  20%
Convertible Bond        
Materials     $1,710,710       Option Pricing Model     Implied Volatility of Option   45%
      Discount Rate   18.38%
      EBITDA Multiple   5.56%
                    Discount for lack of marketability   22%

Qualitative Disclosure About Unobservable Inputs

Significant unobservable inputs developed by the Pricing Committee and used in the fair value measurement of the Fund’s convertible bond investment include enterprise value (EV) to earnings before interest, taxes, depreciation and amortization (EBITDA) ratio with a discount for lack of marketability; implied volatility of option; and discount rate. A significant change in the EV to EBITDA ratio and implied volatility of option may result in a significant change in the fair value measurement, while a significant change in the discount for lack of marketability and discount rate are 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 commonstock investment 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.

A significant change in the broker quotes for the Fund’s senior loan investments could have a material change on 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 December 31, 2018        
Assets        
Investments in non-affiliated securities, at value (cost $51,616,720) — including $1,401,654 of securities loaned   $ 48,136,956  
Investment in DWS Government & Agency Securities Portfolio (cost $1,464,490)*     1,464,490  
Investment in DWS Central Cash Management Government Fund (cost $4,341,875)     4,341,875  
Foreign currency, at value (cost $10,056)     10,057  
Receivable for investments sold     3,852  
Receivable for Fund shares sold     2,489  
Interest receivable     792,585  
Due from Advisor     10,933  
Other assets     1,446  
Total assets     54,764,683  
Liabilities        
Payable upon return of securities loaned     1,464,490  
Payable for investments purchased     1,075,792  
Payable for Fund shares redeemed     55,350  
Unrealized depreciation on forward foreign currency contracts     1,436  
Accrued Trustees’ fees     1,709  
Other accrued expenses and payables     142,925  
Total liabilities     2,741,702  
Net assets, at value   $ 52,022,981  
Net Assets Consist of        

Distributable earnings (loss)

    (6,881,707
Paid-in capital     58,904,688  
Net assets, at value   $ 52,022,981  
Net Asset Value        

Class A

 
Net Asset Value, offering and redemption price per share ($51,888,699 ÷ 9,081,584 outstanding shares of beneficial interest, no par value, unlimited number of shares authorized)   $ 5.71  

Class B

 
Net Asset Value, offering and redemption price per share ($134,282 ÷ 23,418 outstanding shares of beneficial interest, no par value, unlimited number of shares authorized)   $ 5.73  

 

*

Represents collateral on securities loaned.

     Statement of Operations

 

for the year ended December 31, 2018

 

Investment Income        
Income:  
Interest   $ 3,439,837  
Income distributions — DWS Central Cash Management Government Fund     69,371  
Securities lending income, net of borrower rebates     33,635  
Total income     3,542,843  
Expenses:  
Management fee     290,414  
Administration fee     58,083  
Services to Shareholders     1,012  
Record keeping fee (Class B)     206  
Distribution service fees (Class B)     417  
Custodian fee     20,838  
Professional fees     94,343  
Reports to shareholders     43,566  
Trustees’ fees and expenses     4,511  
Pricing service fee     30,287  
Other     4,728  
Total expenses before expense reductions     548,405  
Expense reductions     (148,560
Total expenses after expense reductions     399,845  
Net investment income     3,142,998  
Realized and Unrealized Gain (Loss)        
Net realized gain (loss) from:        
Investments     (202,767
Swap contracts     2,106  
Forward foreign currency contracts     23,762  
Foreign currency     243  
      (176,656
Change in net unrealized appreciation (depreciation) on:  
Investments     (4,261,780
Forward foreign currency contracts     5,480  
Foreign currency     (26
      (4,256,326
Net gain (loss)     (4,432,982
Net increase (decrease) in net assets resulting from operations   $ (1,289,984
 

 

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

 

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Statements of Changes in Net Assets

 

    Years Ended December 31,  
Increase (Decrease) in Net Assets  

2018

    2017  
Operations:    
Net investment income (loss)   $ 3,142,998     $ 4,649,907  
Net realized gain (loss)     (176,656     3,495,016  
Change in net unrealized appreciation (depreciation)     (4,256,326     (975,421
Net increase (decrease) in net assets resulting from operations     (1,289,984     7,169,502  
Distributions to shareholders:    

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     4,796,087       12,759,797  
Reinvestment of distributions     4,670,013       5,780,980  
Payments for shares redeemed     (12,180,108     (58,823,711
Net increase (decrease) in net assets from Class A share transactions     (2,714,008     (40,282,934

Class B

   
Proceeds from shares sold     63,056       120,675  
Reinvestment of distributions     14,079       94,574  
Payments for shares redeemed     (64,199     (1,640,132
Net increase (decrease) in net assets from Class B share transactions     12,936       (1,424,883
Increase (decrease) in net assets     (8,675,148     (40,413,869
Net assets at beginning of period     60,698,129       101,111,998  
Net assets at end of period   $ 52,022,981     $  60,698,129 ** 
Other Information              

Class A

   
Shares outstanding at beginning of period     9,527,083       15,845,238  
Shares sold     775,176       2,017,781  
Shares issued to shareholders in reinvestment of distributions     803,789       946,151  
Shares redeemed     (2,024,464     (9,282,087
Net increase (decrease) in Class A shares     (445,499     (6,318,155
Shares outstanding at end of period     9,081,584       9,527,083  

Class B

   
Shares outstanding at beginning of period     21,761       254,095  
Shares sold     9,962       18,818  
Shares issued to shareholders in reinvestment of distributions     2,411       15,403  
Shares redeemed     (10,716     (266,555
Net increase (decrease) in Class B shares     1,657       (232,334
Shares outstanding at end of period     23,418       21,761  

 

*

Includes distributions from net investment income.

**

Includes undistributed net investment income of $4,654,101.

 

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

 

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Financial Highlights

 

   

Years Ended December 31,

 
Class A  

2018

    2017     2016     2015     2014  
Selected Per Share Data                                        
Net asset value, beginning of period   $ 6.36     $ 6.28     $ 5.93     $ 6.60     $ 6.96  
Income (loss) from investment operations:          

Net investment incomea

    .33       .31       .32       .32       .36  

Net realized and unrealized gain (loss)

    (.48     .15       .41       (.58     (.25

Total from investment operations

    (.15     .46       .73       (.26     .11  
Less distributions from:          

Net investment income

    (.50     (.38     (.38     (.41     (.47
Net asset value, end of period   $ 5.71     $ 6.36     $ 6.28     $ 5.93     $ 6.60  
Total Return (%)b     (2.52     7.51       12.87       (4.44     1.47  
Ratios to Average Net Assets and Supplemental Data                                        
Net assets, end of period ($ millions)     52       61       100       101       135  
Ratio of expenses before expense reductions (%)c     .94       .78       .80       .75       .75  
Ratio of expenses after expense reductions (%)c     .69       .72       .72       .72       .73  
Ratio of net investment income (%)     5.41       4.98       5.38       5.09       5.21  
Portfolio turnover rate (%)     62       71       77       47       52  

 

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.

 

   

Years Ended December 31,

 
Class B   2018     2017     2016     2015     2014  
Selected Per Share Data                                        
Net asset value, beginning of period   $ 6.38     $ 6.30     $ 5.94     $ 6.63     $ 6.99  
Income (loss) from investment operations:          

Net investment incomea

    .31       .31       .31       .32       .35  

Net realized and unrealized gain (loss)

    (.48     .13       .41       (.61     (.26

Total from investment operations

    (.17     .44       .72       (.29     .09  
Less distributions from:          

Net investment income

    (.48     (.36     (.36     (.40     (.45
Net asset value, end of period   $ 5.73     $ 6.38     $ 6.30     $ 5.94     $ 6.63  
Total Return (%)b     (2.76     7.21       12.67       (4.95     1.22  
Ratios to Average Net Assets and Supplemental Data                                        
Net assets, end of period ($ millions)     .1       .1       2       3       .03  
Ratio of expenses before expense reductions (%)c     1.34       1.15       1.21       1.14       1.13  
Ratio of expenses after expense reductions (%)c     .96       .98       .98       1.02       .97  
Ratio of net investment income (%)     5.14       4.88       5.15       4.86       5.09  
Portfolio turnover rate (%)     62       71       77       47       52  

 

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.

 

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

 

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Notes to Financial Statements  

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.

In October 2018, the Securities and Exchange Commission adopted amendments to certain disclosure requirements in Securities Act Release No. 33-10532, Disclosure Update and Simplification, which is intended to facilitate the disclosure of information to investors and simplify compliance without significantly altering the total mix of information provided to investors. Effective with the current reporting period, the Fund adopted the amendments with the impacts being that the Fund is no longer required to present components of distributable earnings on the Statement of Assets and Liabilities or the sources of distributable earnings and the amount of undistributed net investment income on the Statements of Changes in Net Assets.

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.

 

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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 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 year ended December 31, 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 December 31, 2018, the Fund invested the cash collateral in DWS Government & Agency Securities Portfolio. DWS Investment Management Americas, Inc. receives a management/administration fee (0.12% annualized effective rate as of December 31, 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 December 31, 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.

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, 2018, the Fund had a net tax basis capital loss carryforward of approximately $6,549,000, which may be applied against realized net taxable capital gains indefinitely, including short-term losses ($843,000) and long-term losses ($5,706,000).

The Fund has reviewed the tax positions for the open tax years as of December 31, 2018 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 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.

At December 31, 2018, the Fund’s components of distributable earnings on a tax basis were as follows:

 

Undistributed ordinary income*   $ 3,149,185  
Capital loss carryforwards   $ (6,549,000
Unrealized appreciation (depreciation) on investments   $ (3,482,138

At December 31, 2018, the aggregate cost of investments for federal income tax purposes was $57,425,459. The net unrealized depreciation for all investments based on tax cost was $3,482,138. This consisted of aggregate gross unrealized appreciation for all investments in which there was an excess of value over tax cost of $256,747 and aggregate gross unrealized depreciation for all investments in which there was an excess of tax cost over value of $3,738,885.

In addition, the tax character of distributions paid by the Fund is summarized as follows:

 

    Years Ended December 31,  
     2018     2017  
Distributions from ordinary income*   $ 4,684,092     $ 5,875,554  

 

*

For tax purposes, short-term capital gain distributions are considered ordinary income distributions.

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

 

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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.

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 year ended December 31, 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 December 31, 2018. For the year ended December 31, 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 year ended December 31, 2018, the Fund entered into forward currency contracts in

 

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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 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 December 31, 2018 is included in a table following the Fund’s Investment Portfolio. For the year ended December 31, 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 $719,000.

The following table summarizes the value of the Fund’s derivative instruments held as of December 31, 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)   $ (1,436

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 year ended December 31, 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)   $     $ 2,106     $ 2,106  
Foreign Exchange Contracts (c)     23,762             23,762  
    $ 23,762     $ 2,106     $ 25,868  

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)   $ 5,480  

The above derivative is located in the following Statement of Operations accounts:

 

 

(d)

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

As of December 31, 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   $ 1,436     $     $     $ 1,436  

 

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C. Purchases and Sales of Securities

During the year ended December 31, 2018, purchases and sales of investment transactions (excluding short-term investments and U.S. Treasury securities) aggregated $33,354,764 and $38,461,744, respectively.

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 year ended December 31, 2018, the fee pursuant to the Investment Management Agreement was equivalent to an annual 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 September 30, 2018, the Advisor had 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

Effective October 1, 2018 through September 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     .68
Class B     .94

For the year ended December 31, 2018, fees waived and/or expenses reimbursed for each class were as follows:

 

Class A   $ 147,926  
Class B     634  
    $ 148,560  

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 year ended December 31, 2018, the Administration Fee was $58,083, of which $4,543 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 year ended December 31, 2018, the amounts charged to the Fund by DSC were as follows:

 

Services to Shareholders   Total
Aggregated
    Unpaid at
December 31, 2018
 
Class A   $ 271     $ 45  
Class B     51       8  
    $ 322     $ 53  

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 year ended December 31, 2018, the Distribution Service Fee was $417, of which $30 is unpaid.

Typesetting and Filing Service Fees. Under an agreement with the Fund, DIMA is compensated for providing certain pre-press and regulatory filing services to the Fund. For the year ended December 31, 2018, the amount charged to the Fund by DIMA included in the Statement of Operations under “Reports to shareholders” aggregated $9,572, of which $7,400 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 to each committee Chairperson.

Affiliated Cash Management Vehicles. The Fund may invest uninvested cash balances in DWS Central Cash Management Government Fund and DWS ESG Liquidity 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 ESG Liquidity 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 ESG Liquidity 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 ESG Liquidity Fund.

Security Lending Fees. Deutsche Bank AG serves as lending agent for the Fund. For the year ended December 31, 2018, the Fund incurred lending agent fees to Deutsche Bank AG for the amount of $2,532.

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 December 31, 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 72% and 19%. One participating insurance company was owner of record of 10% or more of the total outstanding Class B shares of the Fund, owning 92%.

 

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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 December 31, 2018.

 

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Report of Independent Registered Public Accounting Firm

To the Board of Trustees of Deutsche DWS Variable Series II and Shareholders of DWS High Income VIP:

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of DWS High Income VIP (formerly Deutsche High Income VIP) (the “Fund”) (one of the funds constituting Deutsche DWS Variable Series II (formerly Deutsche Variable Series II)) (the “Trust”), including the investment portfolio, as of December 31, 2018, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting Deutsche DWS Variable Series II) at December 31, 2018, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust’s internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2018, by correspondence with the custodian and brokers. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

LOGO

We have served as the auditor of one or more investment companies in the DWS family of funds since at least 1979, but we are unable to determine the specific year.

Boston, Massachusetts

February 14, 2019

 

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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 (July 1, 2018 to December 31, 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 December 31, 2018  
Actual Fund Return   Class A     Class B  
Beginning Account Value 7/1/18   $ 1,000.00     $ 1,000.00  
Ending Account Value 12/31/18   $ 977.70     $ 976.10  
Expenses Paid per $1,000*   $ 3.44     $ 4.78  
Hypothetical 5% Fund Return   Class A     Class B  
Beginning Account Value 7/1/18   $ 1,000.00     $ 1,000.00  
Ending Account Value 12/31/18   $ 1,021.73     $ 1,020.37  
Expenses Paid per $1,000*   $ 3.52     $ 4.89  

 

*

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 184 (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     .96

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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Tax Information   (Unaudited)

Please consult a tax advisor if you have questions about federal or state income tax laws, or on how to prepare your tax returns. If you have specific questions about your account, please contact your insurance provider.

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 DWS High Income VIP’s (the “Fund”) investment management agreement (the “Agreement”) with DWS Investment Management Americas, Inc. (“DIMA”) in September 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 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. DIMA is part of DWS Group GmbH & Co. KGaA (“DWS Group”). DWS Group 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. In 2018, approximately 20% of DWS Group’s shares were sold in an initial public offering, with Deutsche Bank AG owning the remaining shares.

As part of the contract review process, the Board carefully considered the fees and expenses of each DWS 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, 2017, the Fund’s performance (Class A shares) was in the 2nd quartile, 4th quartile and 3rd 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-year period and has underperformed its benchmark in the three- and five-year periods ended December 31, 2017. 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 observed that the Fund had experienced improved relative performance in 2017 and during the first eight months of 2018. The Board recognized the efforts by DIMA in recent years to enhance its investment platform and improve long-term performance across the DWS 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, 2017). 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, 2017, 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 DWS U.S. registered funds (“DWS Funds”) and considered differences between the Fund and the comparable DWS 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 (“DWS Europe Funds”) managed by DWS Group. The Board noted that DIMA indicated that DWS Group does not manage any institutional accounts or DWS 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 DWS 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 DWS 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 or “fall-out” 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

 

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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 DWS 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 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 and (ii) the substantial commitment of resources by DIMA and its affiliates to compliance matters, including the retention of compliance personnel.

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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Board Members and Officers

The following table presents certain information regarding the Board Members and Officers of the Fund. Each Board Member’s year of birth is set forth in parentheses after his or her name. Unless otherwise noted, (i) each Board Member has engaged in the principal occupation(s) noted in the table for at least the most recent five years, although not necessarily in the same capacity; and (ii) the address of each Independent Board Member is c/o Keith R. Fox, DWS Funds Board Chair, c/o Thomas R. Hiller, Ropes & Gray LLP, Prudential Tower, 800 Boylston Street, Boston, MA 02199-3600. Except as otherwise noted below, the term of office for each Board Member is until the election and qualification of a successor, or until such Board Member sooner dies, resigns, is removed or as otherwise provided in the governing documents of the Fund. Because the Fund does not hold an annual meeting of shareholders, each Board Member will hold office for an indeterminate period. The Board Members may also serve in similar capacities with other funds in the fund complex.

 

Independent Board Members            
Name, Year of Birth,
Position with the Fund and
Length of Time Served1
  Business Experience and Directorships During the Past Five Years   Number of
Funds in
DWS Fund
Complex
Overseen
    Other
Directorships
Held by Board
Member

Keith R. Fox, CFA (1954)

 

Chairperson since 2017, and Board Member since 1996

  Managing General Partner, Exeter Capital Partners (a series of private investment funds) (since 1986). Directorships: Progressive International Corporation (kitchen goods importer and distributor); The Kennel Shop (retailer); former Chairman, National Association of Small Business Investment Companies; former Directorships: BoxTop Media Inc. (advertising); Sun Capital Advisers Trust (mutual funds) (2011–2012)     82    

John W. Ballantine (1946)

 

Board Member since 1999

  Retired; formerly, Executive Vice President and Chief Risk Management Officer, First Chicago NBD Corporation/The First National Bank of Chicago (1996–1998); Executive Vice President and Head of International Banking (1995–1996); former Directorships: Director and former Chairman of the Board, Healthways, Inc.2 (population well-being and wellness services) (2003–2014); Stockwell Capital Investments PLC (private equity); Enron Corporation; FNB Corporation; Tokheim Corporation; First Oak Brook Bancshares, Inc. and Oak Brook Bank; Prisma Energy International; Public Radio International. Not-for-Profit Director, Trustee: Palm Beach Civic Association; Window to the World Communications (public media); Harris Theater for Music and Dance (Chicago); Life Director of Hubbard Street Dance Chicago     82     Portland
General
Electric2
(utility
company)
(2003–
present)

Henry P. Becton, Jr. (1943)

 

Board Member since 1990

  Vice Chair and former President, WGBH Educational Foundation. Directorships: Public Radio International; Public Radio Exchange (PRX); The Pew Charitable Trusts (charitable organization); Massachusetts Humane Society; Overseer of the New England Conservatory; former Directorships: Becton Dickinson and Company2 (medical technology company); Belo Corporation2 (media company); The PBS Foundation; Association of Public Television Stations; Boston Museum of Science; American Public Television; Concord Academy; New England Aquarium; Mass. Corporation for Educational Telecommunications; Committee for Economic Development; Public Broadcasting Service; Connecticut College; North Bennett Street School (Boston); American Documentary, Inc. (public media)     82    

Dawn-Marie Driscoll (1946)

 

Board Member since 1987

  Emeritus Executive Fellow, Center for Business Ethics, Bentley University; formerly: President, Driscoll Associates (consulting firm); Partner, Palmer & Dodge (law firm) (1988–1990); Vice President of Corporate Affairs and General Counsel, Filene’s (retail) (1978–1988). Directorships: Advisory Board, Center for Business Ethics, Bentley University; Trustee and former Chairman of the Board, Southwest Florida Community Foundation (charitable organization); former Directorships: ICI Mutual Insurance Company (2007–2015); Sun Capital Advisers Trust (mutual funds) (2007–2012), Investment Company Institute (audit, executive, nominating committees) and Independent Directors Council (governance, executive committees)     82    

Paul K. Freeman* (1950)

 

Board Member since 1993

  Consultant, World Bank/Inter-American Development Bank; Independent Directors Council (former chair); Investment Company Institute (executive committee); Adjunct Professor, University of Denver Law School (2017–present); formerly: Chairman of Education Committee of Independent Directors Council; Project Leader, International Institute for Applied Systems Analysis (1998–2001); Chief Executive Officer, The Eric Group, Inc. (environmental insurance) (1986–1998); Directorships: Knoebel Institute for Healthy Aging, University of Denver (2017–present); former Directorships: Prisma Energy International; Denver Zoo Foundation (2012–2018)     82    

 

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Table of Contents
Name, Year of Birth,
Position with the Fund and
Length of Time Served1
  Business Experience and Directorships During the Past Five Years   Number of
Funds in
DWS Fund
Complex
Overseen
    Other
Directorships
Held by Board
Member

Richard J. Herring (1946)

 

Board Member since 1990

  Jacob Safra Professor of International Banking and Professor of Finance, The Wharton School, University of Pennsylvania (since July 1972); Director, The Wharton Financial Institutions Center (since 1994); formerly: Vice Dean and Director, Wharton Undergraduate Division (1995–2000) and Director, The Lauder Institute of International Management Studies (2000–2006); Member FDIC Systemic Risk Advisory Committee since 2011, member Systemic Risk Council since 2012 and member of the Advisory Board at the Yale Program on Financial Stability since 2013; Formerly Co-Chair of the Shadow Financial Regulatory Committee (2003–2015), Executive Director of The Financial Economists Roundtable (2008–2015), Director of The Thai Capital Fund (2007–2013), Director of The Aberdeen Singapore Fund (2007–2018), and Nonexecutive Director of Barclays Bank DE (2010–2018)     82     Director,
Aberdeen
Japan Fund
(since 2007)

William McClayton (1944)

 

Board Member since 2004

  Private equity investor (since October 2009); previously, Managing Director, Diamond Management & Technology Consultants, Inc. (global consulting firm) (2001–2009); Directorship: Board of Managers, YMCA of Metropolitan Chicago; formerly: Senior Partner, Arthur Andersen LLP (accounting) (1966–2001); Trustee, Ravinia Festival     82    

Rebecca W. Rimel (1951)

 

Board Member since 1995

  President, Chief Executive Officer and Director, The Pew Charitable Trusts (charitable organization) (1994–present); formerly: Executive Vice President, The Glenmede Trust Company (investment trust and wealth management) (1983–2004); Board Member, Investor Education (charitable organization) (2004–2005); Trustee, Executive Committee, Philadelphia Chamber of Commerce (2001–2007); Director, Viasys Health Care2 (January 2007–June 2007); Trustee, Thomas Jefferson Foundation (charitable organization) (1994–2012)     82     Director,
Becton
Dickinson
and
Company2
(medical
technology
company)
(2012–
present);
Director,
BioTelemetry
Inc.2 (health
care) (2009–
present)

William N. Searcy, Jr. (1946)

 

Board Member since 1993

  Private investor since October 2003; formerly: Pension & Savings Trust Officer, Sprint Corporation2 (telecommunications) (November 1989–September 2003); Trustee, Sun Capital Advisers Trust (mutual funds) (1998–2012)     82    

Jean Gleason Stromberg (1943)

 

Board Member since 1997

  Retired. Formerly, Consultant (1997–2001); Director, Financial Markets U.S. Government Accountability Office (1996–1997); Partner, Norton Rose Fulbright, L.L.P. (law firm) (1978–1996); former Directorships: The William and Flora Hewlett Foundation (charitable organization) (2000–2015); Service Source, Inc. (nonprofit), Mutual Fund Directors Forum (2002–2004), American Bar Retirement Association (funding vehicle for retirement plans) (1987–1990 and 1994–1996)     82    

 

Officers4     

Name, Year of Birth,

Position with the Fund and

Length of Time Served5

  Business Experience and Directorships During the Past Five Years

Hepsen Uzcan6 (1974)

 

President and Chief Executive Officer, 2017–present

 

Assistant Secretary, 2013–present

  Managing Director,3 DWS; Secretary, DWS USA Corporation (since March 2018); Assistant Secretary, DWS Distributors, Inc. (since June 25, 2018); Director and Vice President, DWS Service Company (since June 25, 2018); Assistant Secretary, DWS Investment Management Americas, Inc. (since June 25, 2018); and Director and President, DB Investment Managers, Inc. (since June 25, 2018); formerly: Vice President for the Deutsche funds (2016–2017)

John Millette8 (1962)

 

Vice President and Secretary, 1999–present

  Director,3 DWS; Chief Legal Officer, DWS Investment Management Americas, Inc. (2015–present); and Director and Vice President, DWS Trust Company (2016–present); formerly: Secretary, Deutsche Investment Management Americas Inc. (2015–2017)

Diane Kenneally8,9 (1966)

 

Treasurer and Chief Financial Officer since 2018

  Director,3 DWS; formerly: Assistant Treasurer for the DWS funds (2007–2018)

Caroline Pearson8 (1962)

 

Chief Legal Officer, 2010–present

  Managing Director,3 DWS; formerly: Secretary, Deutsche AM Distributors, Inc. (2002–2017); and Secretary, Deutsche AM Service Company (2010–2017)

Scott D. Hogan8 (1970)

 

Chief Compliance Officer, 2016–present

  Director,3 DWS

 

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Table of Contents

Name, Year of Birth,

Position with the Fund and

Length of Time Served5

  Business Experience and Directorships During the Past Five Years

Wayne Salit7 (1967)

 

Anti-Money Laundering Compliance Officer, 2014–present

  Director,3 Deutsche Bank; and AML Officer, DWS Trust Company; formerly: Managing Director, AML Compliance Officer at BNY Mellon (2011–2014); and Director, AML Compliance Officer at Deutsche Bank (2004–2011)

Sheila Cadogan8 (1966)

 

Assistant Treasurer, 2017–present

  Director,3 DWS; Director and Vice President, DWS Trust Company (since 2018)

Paul Antosca8 (1957)

 

Assistant Treasurer, 2007–present

  Director,3 DWS

 

1 

The length of time served represents the year in which the Board Member joined the board of one or more DWS funds currently overseen by the Board.

 

2 

A publicly held company with securities registered pursuant to Section 12 of the Securities Exchange Act of 1934.

 

3 

Executive title, not a board directorship.

 

4 

As a result of their respective positions held with the Advisor or its affiliates, these individuals are considered “interested persons” of the Advisor within the meaning of the 1940 Act. Interested persons receive no compensation from the Fund.

 

5 

The length of time served represents the year in which the officer was first elected in such capacity for one or more DWS funds.

 

6 

Address: 345 Park Avenue, New York, NY 10154.

 

7 

Address: 60 Wall Street, New York, NY 10005.

 

8 

Address: One International Place, Boston, MA 02110.

 

9 

Appointed Treasurer and Chief Financial Officer effective July 2, 2018.

 

*

Paul K. Freeman retired from the Board effective December 31, 2018.

The Fund’s Statement of Additional Information (“SAI”) includes additional information about the Board Members. The SAI is available, without charge, upon request. If you would like to request a copy of the SAI, you may do so by calling the following toll-free number: (800) 728-3337.

 

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Table of Contents

Notes


Table of Contents

Notes


Table of Contents
LOGO

  VS2HI-2 (R-025832-8 2/19)


Table of Contents

December 31, 2018

Annual Report

Deutsche DWS Variable Series II

(formerly Deutsche Variable Series II)

 

 

DWS International Growth VIP

(formerly Deutsche International Growth VIP)

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, you may not be receiving paper copies of the Fund’s shareholder reports from the insurance company that offers your contract unless you specifically request paper copies from your insurance company or from your financial intermediary. Instead, the shareholder reports will be made available on a Web site, and your insurance company will notify you by mail each time a report is posted and provide you with a Web site link to access the report. Instructions for requesting paper copies will be provided by your insurance company.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from your insurance company electronically by following the instructions provided by your insurance company.

You may elect to receive all future reports in paper free of charge from your insurance company. If your insurance company informs you that future reports will be delivered via Web access, you can inform your insurance company that you wish to continue receiving paper copies of your shareholder reports by following the instructions provided by your insurance company.

LOGO


Table of Contents

Contents

 

  3      Performance Summary
  4      Management Summary
  6      Portfolio Summary
  7      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
  18      Report of Independent Registered Public Accounting Firm
  19      Information About Your Fund’s Expenses
  20      Tax Information
  20      Proxy Voting
  21      Advisory Agreement Board Considerations and Fee Evaluation
  24      Board Members and Officers

 

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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DWS International Growth VIP


Table of Contents
Performance Summary   December 31, 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         1-Year    3-Year    5-Year    10-Year
Class A   Growth of $10,000    $8,331    $10,841    $10,721    $21,721
    Average annual total return    –16.69%    2.73%    1.40%    8.07%
MSCI All Country World
ex-USA Index
  Growth of $10,000    $8,580    $11,404    $10,342    $18,899
  Average annual total return    –14.20%    4.48%    0.68%    6.57%
DWS International Growth VIP         1-Year    3-Year    5-Year    10-Year
Class B   Growth of $10,000    $8,308    $10,759    $10,566    $21,017
    Average annual total return    –16.92%    2.47%    1.11%    7.71%
MSCI All Country World
ex-USA Index
  Growth of $10,000    $8,580    $11,404    $10,342    $18,899
  Average annual total return    –14.20%    4.48%    0.68%    6.57%

 

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DWS International Growth VIP

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Table of Contents
Management Summary   December 31, 2018 (Unaudited)

The Fund’s Class A shares returned –16.69% during 2018 (unadjusted for contract charges), trailing the –14.20% return of the MSCI All-Country World ex-USA Index. After rallying in January, international stocks moved steadily lower for the remainder of the year amid mounting evidence that economic growth outside of the United States was slowing. The selloff gained momentum in the fourth quarter as heightened uncertainty about the investment outlook began to weigh heavily on market sentiment. The index return was pressured not just by falling stock prices, but also the weakness in foreign currencies relative to the U.S dollar.

The Fund’s underperformance was largely the result of stock selection in the health care, communications services, and financials sectors. The largest detractors were the health care stocks Fresenius Medical Care AG & Co. KGaA (Germany) and Eurofins Scientific (Luxembourg). The companies specialize in dialysis treatment and laboratory testing, respectively. Fresenius posted weaker-than-expected earnings, while Eurofins was hurt by investor concerns about its ability to maintain its high growth rate and attractive profit margins. On the plus side, the Fund’s overweight position in health care made a positive contribution to performance. In the communications services sector, Spotify Technology SA was a key detractor. The stock was negatively affected by the negative sentiment toward internet stocks in the latter part of the year, as well as slightly lower subscriber guidance for the fourth quarter. Several positions fueled the Fund’s shortfall in financials, including ING Groep NV (Netherlands), Julius Baer Group Ltd. (Switzerland), and Mitsubishi UFJ Financial Group, Inc. (Japan).

Our stock selection in the consumer discretionary sector made the largest contribution to performance. The apparel producer Canada Goose Holdings, Inc. — which rallied due to better-than-expected sales results and optimism surrounding its potential for geographic expansion — was the top contributor in the sector, followed by LVMH Moet Hennessy Louis Vuitton SE (France) and Compass Group PLC (United Kingdom). Stock selection in the information technology and consumer staples also added value in the annual period. Experian PLC, based in the United Kingdom, was the top contributor in the Fund as a whole. Experian impressed the markets with its high organic growth, profit-margin improvement, and product innovation.

We believe volatility could remain a factor in market performance in the coming year due to ongoing questions about economic growth, corporate profits, U.S. trade policy, and the direction of global interest rates. However, these issues already led to a large decrease in valuations in the fourth calendar. Believing these circumstances provided the chance to buy high-quality growth companies at attractive prices, we remained on the lookout for opportunities to use temporary price dislocations to our advantage. In addition, we continued to focus our attention on identifying growth companies whose strengthening fundamentals and higher earnings power can offset the effect of slowing global growth. We also sought to balance the portfolio’s risk exposure by diversifying across regions and different stages of companies’ growth lifecycles.

Our bottom-up investment process led us to hold overweight positions in the industrials, consumer discretionary, health care, and information technology sectors. Conversely, the portfolio was underweight in consumer staples, energy, financials, and materials. The Fund remained well diversified among all geographic regions, with the largest underweights in Japan and the United Kingdom and the most meaningful overweights in Germany and France. We continued to look for attractive investment candidates in the emerging markets, especially Asia. In particular, we sought to identify those with valuations that pulled back due to the trade-related macroeconomic concerns, but whose long-term fundamental trends and earnings potential had not changed in any significant way. We also saw opportunities in Japan, where improvements in structural economic growth and corporations’ returns on equity created a stronger foundation for the nation’s stock market.

Sebastian P. Werner, PhD, Director

Mark Schumann, CFA, Director

Portfolio Managers

The views expressed reflect those of the portfolio management team only through the end of the period of the report as stated on the cover. The management team’s views are subject to change at any time based on market and other conditions and should not be construed as a recommendation. Past performance is no guarantee of future results. Current and future portfolio holdings are subject to risk.

 

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DWS International Growth VIP


Table of Contents

Terms to Know

The MSCI All Country (AC) World Index 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 Index Ex-U.S. includes both developed and emerging markets.

Contribution and detraction incorporate both a stock’s total return and its weighting in the fund.

 

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  |   5


Table of Contents
Portfolio Summary   (Unaudited)

 

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

   12/31/18      12/31/17  
Financials      20%        22%  
Industrials      15%        17%  
Consumer Discretionary      15%        12%  
Health Care      14%        14%  
Information Technology      14%        14%  
Consumer Staples      7%        6%  
Communication Services      7%        6%  
Materials      6%        6%  
Energy      2%        3%  
       100%        100%  

Geographical Diversification

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

   12/31/18      12/31/17  
Germany      13%        11%  
Japan      12%        6%  
France      11%        12%  
Canada      10%        12%  
Switzerland      9%        7%  
China      8%        7%  
United States      7%        12%  
United Kingdom      7%        10%  
Netherlands      4%        3%  
Sweden      3%        2%  
Singapore      2%        2%  
Argentina      2%         
Korea      2%        1%  
Finland      1%        2%  
Other      9%        13%  
       100%        100%  

Portfolio holdings and characteristics are subject to change.

For more complete details about the Fund’s investment portfolio, see page 7.

Following the Fund’s fiscal first and third quarter-end, a complete portfolio holdings listing is filed with the SEC on Form N-Q or Form N-PORT (available for filings after March 31, 2019). The Fund’s Form N-Q or Form N-PORT will be available on the SEC’s Web site at sec.gov. 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.

 

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Table of Contents

Investment Portfolio

 

  December 31, 2018

 

    Shares     Value ($)  
Common Stocks 97.7%    
Argentina 1.8%    

Globant SA* (a)

    3,947       222,295  

Grupo Supervielle SA (ADR)

    3,900       33,852  
   

 

 

 

(Cost $265,787)

      256,147  
Brazil 0.4%    

Pagseguro Digital Ltd. “A”* (a) (b) (Cost $70,885)

    2,615       48,979  
Canada 9.5%    

Agnico Eagle Mines, Ltd.

    4,850       195,748  

Alimentation Couche-Tard, Inc. “B”

    4,081       203,004  

Brookfield Asset Management, Inc. “A”

    9,386       359,709  

Canada Goose Holdings, Inc.*

    3,086       134,905  

Canadian National Railway Co.

    2,508       185,748  

Gildan Activewear, Inc.

    2,315       70,271  

Toronto-Dominion Bank

    4,295       213,492  
   

 

 

 

(Cost $1,038,892)

      1,362,877  
China 8.2%    

Alibaba Group Holding Ltd. (ADR)*

    1,500       205,605  

China Life Insurance Co., Ltd. “H”

    66,000       140,151  

Minth Group Ltd.

    26,870       86,822  

Momo, Inc. (ADR)*

    3,200       76,000  

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

    1,800       98,658  

Ping An Healthcare and Technology Co., Ltd. 144A*

    2,100       7,334  

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

    30,500       269,558  

Tencent Holdings Ltd.

    7,300       292,191  
   

 

 

 

(Cost $1,185,748)

      1,176,319  
Denmark 0.7%    

Chr Hansen Holding AS (Cost $100,652)

    1,148       101,838  
Finland 1.2%    

Sampo Oyj “A” (Cost $183,782)

    3,765       166,629  
France 10.9%    

Airbus SE

    1,186       114,356  

Capgemini SE

    2,140       213,415  

LVMH Moet Hennessy Louis Vuitton SE

    950       281,576  

SMCP SA 144A*

    7,900       122,087  

Teleperformance

    1,174       188,039  

TOTAL SA

    4,716       249,561  

VINCI SA

    2,630       217,191  

Vivendi SA

    7,074       172,518  
   

 

 

 

(Cost $1,661,350)

      1,558,743  
Germany 12.9%    

adidas AG

    587       123,147  

Allianz SE (Registered)

    1,125       226,642  

BASF SE

    2,275       159,680  

Continental AG

    687       95,690  

Deutsche Boerse AG

    2,693       324,857  

Deutsche Post AG (Registered)

    3,700       101,623  

Evonik Industries AG

    6,810       170,755  
    Shares     Value ($)  

Fresenius Medical Care AG & Co. KGaA

    3,000       195,047  

Infineon Technologies AG

    3,760       75,285  

LANXESS AG

    2,149       99,402  

SAP SE

    1,621       162,292  

Siemens AG (Registered)

    1,000       111,912  
   

 

 

 

(Cost $2,206,471)

      1,846,332  
Hong Kong 0.8%    

Techtronic Industries Co., Ltd. (Cost $51,080)

    21,597       115,053  
Ireland 1.4%    

Kerry Group PLC “A” (Cost $131,801)

    1,955       194,048  
Italy 1.1%    

Luxottica Group SpA (Cost $159,850)

    2,632       156,090  
Japan 11.2%    

Daikin Industries Ltd.

    2,400       254,789  

FANUC Corp.

    400       60,535  

Fast Retailing Co., Ltd.

    500       255,210  

Hoya Corp.

    3,800       228,766  

Kao Corp.

    1,500       111,340  

Keyence Corp.

    400       202,423  

Komatsu Ltd.

    3,500       74,848  

MISUMI Group, Inc.

    4,911       103,024  

Mitsubishi UFJ Financial Group, Inc.

    36,600       179,319  

Pigeon Corp.

    3,100       132,671  
   

 

 

 

(Cost $1,690,145)

      1,602,925  
Korea 1.4%    

Samsung Electronics Co., Ltd. (Cost $253,931)

    5,868       203,291  
Luxembourg 1.2%    

Eurofins Scientific (Cost $135,670)

    460       172,015  
Macau 1.0%    

Sands China Ltd. (b) (Cost $163,702)

    30,800       134,903  
Malaysia 1.0%    

IHH Healthcare Bhd. (Cost $154,924)

    111,500       145,326  
Netherlands 3.9%    

Adyen NV 144A*

    11       6,022  

ASML Holding NV

    1,020       160,949  

Core Laboratories NV (a)

    755       45,043  

ING Groep NV

    15,743       170,139  

Koninklijke Philips NV

    5,000       177,257  
   

 

 

 

(Cost $685,249)

      559,410  
Norway 0.6%    

Marine Harvest ASA (Cost $46,840)

    4,065       85,715  
Singapore 2.3%    

DBS Group Holdings Ltd. (Cost $305,399)

    19,100       331,554  
 

 

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

 

Deutsche DWS Variable Series II —

DWS International Growth VIP

  |   7


Table of Contents
    Shares     Value ($)  
South Africa 1.0%    

Naspers Ltd. “N” (Cost $173,160)

    745       149,044  
Sweden 3.1%    

Assa Abloy AB “B”

    8,701       156,042  

Nobina AB 144A

    21,995       149,262  

Spotify Technology SA* (a)

    1,150       130,525  
   

 

 

 

(Cost $455,690)

      435,829  
Switzerland 8.5%    

Julius Baer Group Ltd.

    2,470       88,339  

Lonza Group AG (Registered)*

    1,538       401,402  

Nestle SA (Registered)

    3,349       272,362  

Novartis AG (Registered)

    3,078       264,111  

Roche Holding AG (Genusschein)

    783       194,821  
   

 

 

 

(Cost $1,034,277)

      1,221,035  
Taiwan 1.1%    

Taiwan Semiconductor Manufacturing Co., Ltd. (Cost $127,110)

    21,000       153,833  
United Kingdom 6.3%    

Clinigen Healthcare Ltd.*

    9,300       89,412  

Compass Group PLC

    6,790       142,927  

Experian PLC

    13,989       339,876  

Farfetch Ltd. “A”* (a)

    1,600       28,336  

Halma PLC

    6,129       106,733  

Prudential PLC

    11,150       199,707  
   

 

 

 

(Cost $857,273)

      906,991  
United States 6.2%    

Activision Blizzard, Inc.

    2,482       115,587  

Ecolab, Inc.

    538       79,274  

EPAM Systems, Inc.*

    1,310       151,973  

Marsh & McLennan Companies, Inc.

    1,860       148,335  

MasterCard, Inc. “A”

    780       147,147  

NVIDIA Corp.

    673       89,845  

Schlumberger Ltd.

    1,698       61,264  

Thermo Fisher Scientific, Inc.

    429       96,006  
   

 

 

 

(Cost $675,935)

            889,431  

Total Common Stocks (Cost $13,815,603)

 

    13,974,357  
    Shares     Value ($)  
Warrants 0.0%    
France    

Parrot SA Expiration Date 12/15/2022* (c)

    924       9  

Parrot SA Expiration Date 12/22/2022* (c)

    924       7  

Total Warrants (Cost $0)

      16  
Convertible Preferred Stock 0.1%

 

 
United States    

Providence Service Corp. (c) (Cost $13,600)

    136       20,468  
Securities Lending Collateral 1.1%

 

 

DWS Government & Agency Securities Portfolio “DWS Government Cash Institutional Shares”, 2.29% (d) (e) (Cost $156,436)

    156,436       156,436  
Cash Equivalents 1.0%    

DWS Central Cash Management Government Fund, 2.41% (d) (Cost $148,953)

    148,953       148,953  
    % of Net
Assets
    Value ($)  

Total Investment Portfolio
(Cost $14,134,592)

    99.9       14,300,230  
Other Assets and Liabilities, Net     0.1       7,605  
Net Assets     100.0       14,307,835  
 

 

A summary of the Fund’s transactions with affiliated investments during the year ended December 31, 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 ($)
    Number of
Shares at
12/31/2018
    Value ($) at
12/31/2018
 

Securities Lending Collateral 1.1%

 

       

DWS Government & Agency Securities Portfolio “DWS Government Cash Institutional Shares”, 2.29% (d) (e)

 

88,780     67,656 (f)                        3,108             156,436       156,436  

Cash Equivalents 1.0%

 

       

DWS Central Cash Management Government Fund, 2.41% (d)

 

687,282     5,635,961       6,174,290                   6,099             148,953       148,953  
      776,062     5,703,617       6,174,290                   9,207             305,389       305,389  

 

*

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 December 31, 2018 amounted to $156,396, which is 1.1% of net assets.

 

(c)

Investment was valued using significant unobservable inputs.

 

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

 

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(d)

Affiliated fund managed by DWS 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.

 

(f)

Represents the net increase (purchase cost) or decrease (sales proceeds) in the amount invested for the year ended December 31, 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

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 December 31, 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

  $ 256,147     $     $      $ 256,147  

Brazil

    48,979                    48,979  

Canada

    1,362,877                    1,362,877  

China

    380,263       796,056              1,176,319  

Denmark

          101,838              101,838  

Finland

          166,629              166,629  

France

          1,558,743              1,558,743  

Germany

          1,846,332              1,846,332  

Hong Kong

          115,053              115,053  

Ireland

          194,048              194,048  

Italy

          156,090              156,090  

Japan

          1,602,925              1,602,925  

Korea

          203,291              203,291  

Luxembourg

          172,015              172,015  

Macau

          134,903              134,903  

Malaysia

          145,326              145,326  

Netherlands

    45,043       514,367              559,410  

Norway

          85,715              85,715  

Singapore

          331,554              331,554  

South Africa

          149,044              149,044  

Sweden

    130,525       305,304              435,829  

Switzerland

          1,221,035              1,221,035  

Taiwan

          153,833              153,833  

United Kingdom

    28,336       878,655              906,991  

United States

    889,431                    889,431  
Warrants                 16        16  
Convertible Preferred Stock                 20,468        20,468  
Short-Term Investments (g)     305,389                    305,389  
Total   $     3,446,990     $     10,832,756     $     20,484      $     14,300,230  

 

(g)

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 December 31, 2018        
Assets        
Investments in non-affiliated securities, at value (cost $13,829,203) — including $156,396 of securities loaned   $ 13,994,841  
Investment in DWS Government & Agency Securities Portfolio (cost $156,436)*     156,436  
Investment in DWS Central Cash Management Government Fund (cost $148,953)     148,953  
Foreign currency, at value (cost $185,077)     182,176  
Receivable for investments sold     65,630  
Receivable for Fund shares sold     2,856  
Dividends receivable     4,823  
Interest receivable     816  
Foreign taxes recoverable     26,590  
Other assets     988  
Total assets     14,584,109  
Liabilities        
Payable upon return of securities loaned     156,436  
Payable for Fund shares redeemed     9,510  
Accrued management fee     1,643  
Accrued Trustees’ fees     1,639  
Other accrued expenses and payables     107,046  
Total liabilities     276,274  
Net assets, at value   $ 14,307,835  
Net Assets Consist of        
Distributable earnings (loss)     563,874  
Paid-in capital     13,743,961  
Net assets, at value   $ 14,307,835  
Net Asset Value        

Class A

 
Net Asset Value, offering and redemption price per share ($14,089,015 ÷ 1,228,635 outstanding shares of beneficial interest, no par value, unlimited number of shares authorized)   $ 11.47  

Class B

 
Net Asset Value, offering and redemption price per share ($218,820 ÷ 19,045 outstanding shares of beneficial interest, no par value, unlimited number of shares authorized)   $ 11.49  

 

*

Represents collateral on securities loaned.

Statement of Operations

 

for the year ended December 31, 2018

 

Investment Income        
Income:  
Dividends (net of foreign taxes withheld
of $41,704)
  $ 342,428  
Income distributions — DWS Central Cash Management Government Fund     6,099  
Securities lending income, net of borrower rebates     3,108  
Total income     351,635  
Expenses:  
Management fee     107,910  
Administration fee     17,405  
Services to Shareholders     987  
Record keeping fee (Class B)     177  
Distribution service fee (Class B)     580  
Custodian fee     45,605  
Professional fees     79,895  
Reports to shareholders     24,999  
Trustees’ fees and expenses     3,605  
Other     18,952  
Total expenses before expense reductions     300,115  
Expense reductions     (158,555
Total expenses after expense reductions     141,560  
Net investment income (loss)     210,075  
Realized and Unrealized Gain (Loss)        
Net realized gain (loss) from:  
Investments     234,224  
Foreign currency     (5,587
      228,637  
Change in net unrealized appreciation (depreciation) on:  
Investments     (3,346,652
Foreign currency     (5,730
      (3,352,382
Net gain (loss)     (3,123,745
Net increase (decrease) in net assets resulting from operations   $ (2,913,670
 

 

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

 

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Statements of Changes in Net Assets

 

    Years Ended December 31,  
Increase (Decrease) in Net Assets   2018     2017  
Operations:    
Net investment income (loss)   $ 210,075     $ 164,259  
Net realized gain (loss)     228,637       4,651,131  
Change in net unrealized appreciation (depreciation)     (3,352,382     1,414,699  
Net increase (decrease) in net assets resulting from operations     (2,913,670     6,230,089  
Distributions to shareholders:    

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     1,452,220       2,240,215  
Reinvestment of distributions     169,762       106,825  
Payments for shares redeemed     (3,127,727     (16,678,132
Net increase (decrease) in net assets from Class A share transactions     (1,505,745     (14,331,092

Class B

   
Proceeds from shares sold     82,846       117,051  
Reinvestment of distributions     1,806       65  
Payments for shares redeemed     (28,351     (6,431
Net increase (decrease) in net assets from Class B share transactions     56,301       110,685  
Increase (decrease) in net assets     (4,534,682     (8,097,208
Net assets at beginning of period     18,842,517       26,939,725  
Net assets at end of period   $ 14,307,835     $ 18,842,517 ** 
Other Information                

Class A

   
Shares outstanding at beginning of period     1,340,522       2,417,159  
Shares sold     108,093       171,566  
Shares issued to shareholders in reinvestment of distributions     12,631       8,713  
Shares redeemed     (232,611     (1,256,916
Net increase (decrease) in Class A shares     (111,887     (1,076,637
Shares outstanding at end of period     1,228,635       1,340,522  

Class B

   
Shares outstanding at beginning of period     14,862       6,272  
Shares sold     6,136       9,077  
Shares issued to shareholders in reinvestment of distributions     134       5  
Shares redeemed     (2,087     (492
Net increase (decrease) in Class B shares     4,183       8,590  
Shares outstanding at end of period     19,045       14,862  

 

*

Includes distributions from net investment income.

 

**

Includes undistributed net investment income of $166,256.

 

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

 

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Financial Highlights

 

   

Years Ended December 31,

 
Class A  

2018

    2017     2016     2015     2014  
Selected Per Share Data                                        
Net asset value, beginning of period   $ 13.90     $ 11.12     $ 10.81     $ 11.04     $ 11.13  
Income (loss) from investment operations:          

Net investment incomea

    .16       .08       .06       .07       .08  

Net realized and unrealized gain (loss)

    (2.46     2.75       .34       (.21     (.06

Total from investment operations

    (2.30     2.83       .40       (.14     .02  
Less distributions from:          

Net investment income

    (.13     (.05     (.09     (.09     (.11
Net asset value, end of period   $ 11.47     $ 13.90     $ 11.12     $ 10.81     $ 11.04  
Total Return (%)b     (16.69     25.47       3.72       (1.32     .21  
Ratios to Average Net Assets and Supplemental Data

 

                       
Net assets, end of period ($ millions)     14       19       27       34       47  
Ratio of expenses before expense reductions (%)c     1.72       1.56       1.66       1.44       1.41  
Ratio of expenses after expense reductions (%)c     .81       .92       .95       .90       .82  
Ratio of net investment income (%)     1.21       .61       .51       .65       .71  
Portfolio turnover rate (%)     38       62       70       64       63  

 

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.

 

   

Years Ended December 31,

 
Class B  

2018

    2017     2016     2015     2014  
Selected Per Share Data                                        
Net asset value, beginning of period   $ 13.93     $ 11.13     $ 10.82     $ 11.05     $ 11.14  
Income (loss) from investment operations:          

Net investment incomea

    .12       .02       .02       .05       .02  

Net realized and unrealized gain (loss)

    (2.46     2.79       .35       (.23     (.04

Total from investment operations

    (2.34     2.81       .37       (.18     (.02
Less distributions from:          

Net investment income

    (.10     (.01     (.06     (.05     (.07
Net asset value, end of period   $ 11.49     $ 13.93     $ 11.13     $ 10.82     $ 11.05  
Total Return (%)b     (16.92     25.26       3.38       (1.64     (.15
Ratios to Average Net Assets and Supplemental Data                                        
Net assets, end of period ($ millions)     .2       .2       .07       .1       .1  
Ratio of expenses before expense reductions (%)c     2.07       1.90       1.98       1.76       1.76  
Ratio of expenses after expense reductions (%)c     1.06       1.15       1.24       1.22       1.15  
Ratio of net investment income (%)     .92       .12       .17       .40       .14  
Portfolio turnover rate (%)     38       62       70       64       63  

 

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.

 

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

 

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Notes to Financial Statements  

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.

In October 2018, the Securities and Exchange Commission adopted amendments to certain disclosure requirements in Securities Act Release No. 33-10532, Disclosure Update and Simplification, which is intended to facilitate the disclosure of information to investors and simplify compliance without significantly altering the total mix of information provided to investors. Effective with the current reporting period, the Fund adopted the amendments with the impacts being that the Fund is no longer required to present components of distributable earnings on the Statement of Assets and Liabilities or the sources of distributable earnings and the amount of undistributed net investment income on the Statements of Changes in Net Assets.

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

 

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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. 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 year ended December 31, 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 December 31, 2018, the Fund invested the cash collateral in DWS Government & Agency Securities Portfolio. DWS Investment Management Americas, Inc. receives a management/administration fee (0.12% annualized effective rate as of December 31, 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 December 31, 2018, the Fund had securities on loan, which were classified as common stocks 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.

 

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The Fund has reviewed the tax positions for the open tax years as of December 31, 2018 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 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.

At December 31, 2018, the Fund’s components of distributable earnings on a tax basis were as follows:

 

Undistributed ordinary income*   $ 199,175  
Undistributed long-term capital gains   $ 234,678  
Unrealized appreciation (depreciation) on investments   $ 133,241  

At December 31, 2018, the aggregate cost of investments for federal income tax purposes was $14,166,989. The net unrealized appreciation for all investments based on tax cost was $133,241. This consisted of aggregate gross unrealized appreciation for all investments in which there was an excess of value over tax cost of $1,769,647 aggregate gross unrealized depreciation for all investments in which was an excess of tax cost over value of $1,636,406.

In addition, the tax character of distributions paid by the Fund is summarized as follows:

 

    Years Ended December 31,  
     2018     2017  
Distributions from ordinary income*   $ 171,568     $ 106,890  

 

*

For tax purposes, short-term capital gain distributions are considered ordinary income distributions.

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 year ended December 31, 2018, purchases and sales of investment transactions (excluding short-term investments) aggregated $6,449,400 and $7,245,698, 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.

 

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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

For the year ended December 31, 2018, fees waived and/or expenses reimbursed for each class are as follows:

 

Class A   $ 156,212  
Class B     2,343  
    $ 158,555  

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 year ended December 31, 2018, the Administration Fee was $17,405, of which $1,257 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 year ended December 31, 2018, the amounts charged to the Fund by DSC were as follows:

 

Services to Shareholders   Total
Aggregated
    Unpaid at
December 31, 2018
 
Class A   $ 243     $ 41  
Class B     51       9  
    $ 294     $ 50  

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 year ended December 31, 2018, the Distribution Service Fee aggregated $580, of which $47 is unpaid.

Typesetting and Filing Service Fees. Under an agreement with the Fund, DIMA is compensated for providing certain pre-press and regulatory filing services to the Fund. For the year ended December 31, 2018, the amount charged to the Fund by DIMA included in the Statement of Operations under “Reports to shareholders” aggregated $10,725, of which $6,359 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 to each committee Chairperson.

Affiliated Cash Management Vehicles. The Fund may invest uninvested cash balances in DWS Central Cash Management Government Fund and DWS ESG Liquidity 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 ESG Liquidity 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 ESG Liquidity 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 ESG Liquidity Fund.

 

 

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D. Ownership of the Fund

At December 31, 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 48%, 28%, and 24%.

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 December 31, 2018.

 

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Report of Independent Registered Public Accounting Firm

To the Board of Trustees of Deutsche DWS Variable Series II and Shareholders of DWS International Growth VIP:

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of DWS International Growth VIP (formerly International Growth VIP) (the “Fund”) (one of the funds constituting Deutsche DWS Variable Series II (formerly Deutsche Variable Series II)) (the “Trust”), including the investment portfolio, as of December 31, 2018, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting Deutsche DWS Variable Series II) at December 31, 2018, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust’s internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2018, by correspondence with the custodian and brokers. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

LOGO

We have served as the auditor of one or more investment companies in the DWS family of funds since at least 1979, but we are unable to determine the specific year.

Boston, Massachusetts

February 14, 2019

 

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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 (July 1, 2018 to December 31, 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 December 31, 2018         
Actual Fund Return     Class A       Class B  
Beginning Account Value 7/1/18   $ 1,000.00     $ 1,000.00  
Ending Account Value 12/31/18   $ 854.70     $ 853.00  
Expenses Paid per $1,000*   $ 3.79     $ 4.95  
Hypothetical 5% Fund Return                
Beginning Account Value 7/1/18   $ 1,000.00     $ 1,000.00  
Ending Account Value 12/31/18   $ 1,021.12     $ 1,019.86  
Expenses Paid per $1,000*   $ 4.13     $ 5.40  

 

*

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 184 (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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Tax Information   (Unaudited)

For corporate shareholders, 84% of the ordinary dividends (i.e., income dividends plus short-term capital gains) paid during the Fund’s fiscal year ended December 31, 2018, qualified for the dividends received deduction.

The Fund paid foreign taxes of $31,116 and earned $200,097 of foreign source income during the year ended December 31, 2018. Pursuant to Section 853 of the Internal Revenue Code, the Fund designates $0.02 per share as foreign taxes paid and $0.16 per share as income earned from foreign sources for the year ended December 31, 2018.

Pursuant to Section 852 of the Internal Revenue Code, the Fund designates $258,000 as capital gain dividends for its year ended December 31, 2018.

Please consult a tax advisor if you have questions about federal or state income tax laws, or on how to prepare your tax returns. If you have specific questions about your account, please contact your insurance provider.

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 DWS International Growth VIP’s (the “Fund”) investment management agreement (the “Agreement”) with DWS Investment Management Americas, Inc. (“DIMA”) in September 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 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. DIMA is part of DWS Group GmbH & Co. KGaA (“DWS Group”). DWS Group 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. In 2018, approximately 20% of DWS Group’s shares were sold in an initial public offering, with Deutsche Bank AG owning the remaining shares.

As part of the contract review process, the Board carefully considered the fees and expenses of each DWS 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, 2017, the Fund’s performance (Class A shares) was in the 2nd quartile, 3rd quartile and 3rd 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 three- and five-year periods and has underperformed its benchmark in the one-year period ended December 31, 2017. 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 further changed its investment strategy.

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, 2017). 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 higher than the median (3rd quartile) of the applicable Broadridge expense universe (based on Broadridge data provided as of December 31, 2017, 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 DWS U.S. registered fund (“DWS Funds”) and considered differences between the Fund and the comparable DWS 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 (“DWS Europe Funds”) managed by DWS Group. The Board noted that DIMA indicated that DWS Group does not manage any institutional accounts or DWS 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 DWS 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 DWS 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 or “fall-out” 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

 

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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 DWS 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 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 and (ii) the substantial commitment of resources by DIMA and its affiliates to compliance matters, including the retention of compliance personnel.

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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Board Members and Officers

The following table presents certain information regarding the Board Members and Officers of the Fund. Each Board Member’s year of birth is set forth in parentheses after his or her name. Unless otherwise noted, (i) each Board Member has engaged in the principal occupation(s) noted in the table for at least the most recent five years, although not necessarily in the same capacity; and (ii) the address of each Independent Board Member is c/o Keith R. Fox, DWS Funds Board Chair, c/o Thomas R. Hiller, Ropes & Gray LLP, Prudential Tower, 800 Boylston Street, Boston, MA 02199-3600. Except as otherwise noted below, the term of office for each Board Member is until the election and qualification of a successor, or until such Board Member sooner dies, resigns, is removed or as otherwise provided in the governing documents of the Fund. Because the Fund does not hold an annual meeting of shareholders, each Board Member will hold office for an indeterminate period. The Board Members may also serve in similar capacities with other funds in the fund complex.

 

Independent Board Members            
Name, Year of Birth,
Position with the Fund and
Length of Time Served1
  Business Experience and Directorships During the Past Five Years   Number of
Funds in
DWS Fund
Complex
Overseen
    Other
Directorships
Held by Board
Member

Keith R. Fox, CFA (1954)

 

Chairperson since 2017, and Board Member since 1996

  Managing General Partner, Exeter Capital Partners (a series of private investment funds) (since 1986). Directorships: Progressive International Corporation (kitchen goods importer and distributor); The Kennel Shop (retailer); former Chairman, National Association of Small Business Investment Companies; former Directorships: BoxTop Media Inc. (advertising); Sun Capital Advisers Trust (mutual funds) (2011–2012)     82    

John W. Ballantine (1946)

 

Board Member since 1999

  Retired; formerly, Executive Vice President and Chief Risk Management Officer, First Chicago NBD Corporation/The First National Bank of Chicago (1996–1998); Executive Vice President and Head of International Banking (1995–1996); former Directorships: Director and former Chairman of the Board, Healthways, Inc.2 (population well-being and wellness services) (2003–2014); Stockwell Capital Investments PLC (private equity); Enron Corporation; FNB Corporation; Tokheim Corporation; First Oak Brook Bancshares, Inc. and Oak Brook Bank; Prisma Energy International; Public Radio International. Not-for-Profit Director, Trustee: Palm Beach Civic Association; Window to the World Communications (public media); Harris Theater for Music and Dance (Chicago); Life Director of Hubbard Street Dance Chicago     82     Portland
General
Electric2
(utility
company)
(2003–
present)

Henry P. Becton, Jr. (1943)

 

Board Member since 1990

  Vice Chair and former President, WGBH Educational Foundation. Directorships: Public Radio International; Public Radio Exchange (PRX); The Pew Charitable Trusts (charitable organization); Massachusetts Humane Society; Overseer of the New England Conservatory; former Directorships: Becton Dickinson and Company2 (medical technology company); Belo Corporation2 (media company); The PBS Foundation; Association of Public Television Stations; Boston Museum of Science; American Public Television; Concord Academy; New England Aquarium; Mass. Corporation for Educational Telecommunications; Committee for Economic Development; Public Broadcasting Service; Connecticut College; North Bennett Street School (Boston); American Documentary, Inc. (public media)     82    

Dawn-Marie Driscoll (1946)

 

Board Member since 1987

  Emeritus Executive Fellow, Center for Business Ethics, Bentley University; formerly: President, Driscoll Associates (consulting firm); Partner, Palmer & Dodge (law firm) (1988–1990); Vice President of Corporate Affairs and General Counsel, Filene’s (retail) (1978–1988). Directorships: Advisory Board, Center for Business Ethics, Bentley University; Trustee and former Chairman of the Board, Southwest Florida Community Foundation (charitable organization); former Directorships: ICI Mutual Insurance Company (2007–2015); Sun Capital Advisers Trust (mutual funds) (2007–2012), Investment Company Institute (audit, executive, nominating committees) and Independent Directors Council (governance, executive committees)     82    

Paul K. Freeman* (1950)

 

Board Member since 1993

  Consultant, World Bank/Inter-American Development Bank; Independent Directors Council (former chair); Investment Company Institute (executive committee); Adjunct Professor, University of Denver Law School (2017–present); formerly: Chairman of Education Committee of Independent Directors Council; Project Leader, International Institute for Applied Systems Analysis (1998–2001); Chief Executive Officer, The Eric Group, Inc. (environmental insurance) (1986–1998); Directorships: Knoebel Institute for Healthy Aging, University of Denver (2017–present); former Directorships: Prisma Energy International; Denver Zoo Foundation (2012–2018)     82    

 

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Name, Year of Birth,
Position with the Fund and
Length of Time Served1
  Business Experience and Directorships During the Past Five Years   Number of
Funds in
DWS Fund
Complex
Overseen
    Other
Directorships
Held by Board
Member

Richard J. Herring (1946)

 

Board Member since 1990

 

Jacob Safra Professor of International Banking and Professor of Finance, The Wharton School, University of Pennsylvania (since July 1972); Director, The Wharton Financial Institutions Center (since 1994); formerly: Vice Dean and Director, Wharton Undergraduate Division (1995–2000) and Director, The Lauder Institute of International Management Studies (2000–2006); Member FDIC Systemic Risk Advisory Committee since 2011, member Systemic Risk Council since 2012 and member of the Advisory Board at the Yale Program on Financial Stability since 2013; Formerly Co-Chair of the Shadow Financial Regulatory Committee (2003–2015), Executive Director of The Financial Economists Roundtable (2008–2015), Director of The Thai Capital Fund (2007–2013), Director of The Aberdeen Singapore Fund (2007–2018), and Nonexecutive Director of Barclays Bank DE (2010–2018)

    82     Director,
Aberdeen
Japan Fund
(since 2007)

William McClayton (1944)

 

Board Member since 2004

  Private equity investor (since October 2009); previously, Managing Director, Diamond Management & Technology Consultants, Inc. (global consulting firm) (2001–2009); Directorship: Board of Managers, YMCA of Metropolitan Chicago; formerly: Senior Partner, Arthur Andersen LLP (accounting) (1966–2001); Trustee, Ravinia Festival     82    

Rebecca W. Rimel (1951)

 

Board Member since 1995

  President, Chief Executive Officer and Director, The Pew Charitable Trusts (charitable organization) (1994–present); formerly: Executive Vice President, The Glenmede Trust Company (investment trust and wealth management) (1983–2004); Board Member, Investor Education (charitable organization) (2004–2005); Trustee, Executive Committee, Philadelphia Chamber of Commerce (2001–2007); Director, Viasys Health Care2 (January 2007–June 2007); Trustee, Thomas Jefferson Foundation (charitable organization) (1994–2012)     82     Director,
Becton
Dickinson
and
Company2
(medical
technology
company)
(2012–
present);
Director,
BioTelemetry
Inc.2 (health
care) (2009–
present)

William N. Searcy, Jr. (1946)

 

Board Member since 1993

  Private investor since October 2003; formerly: Pension & Savings Trust Officer, Sprint Corporation2 (telecommunications) (November 1989–September 2003); Trustee, Sun Capital Advisers Trust (mutual funds) (1998–2012)     82    

Jean Gleason Stromberg (1943)

 

Board Member since 1997

  Retired. Formerly, Consultant (1997–2001); Director, Financial Markets U.S. Government Accountability Office (1996–1997); Partner, Norton Rose Fulbright, L.L.P. (law firm) (1978–1996); former Directorships: The William and Flora Hewlett Foundation (charitable organization) (2000–2015); Service Source, Inc. (nonprofit), Mutual Fund Directors Forum (2002–2004), American Bar Retirement Association (funding vehicle for retirement plans) (1987–1990 and 1994–1996)     82    

 

Officers4     

Name, Year of Birth,

Position with the Fund and

Length of Time Served5

  Business Experience and Directorships During the Past Five Years

Hepsen Uzcan6 (1974)

 

President and Chief Executive Officer, 2017–present

 

Assistant Secretary, 2013–present

  Managing Director,3 DWS; Secretary, DWS USA Corporation (since March 2018); Assistant Secretary, DWS Distributors, Inc. (since June 25, 2018); Director and Vice President, DWS Service Company (since June 25, 2018); Assistant Secretary, DWS Investment Management Americas, Inc. (since June 25, 2018); and Director and President, DB Investment Managers, Inc. (since June 25, 2018); formerly: Vice President for the Deutsche funds (2016–2017)

John Millette8 (1962)

 

Vice President and Secretary, 1999–present

  Director,3 DWS; Chief Legal Officer, DWS Investment Management Americas, Inc. (2015–present); and Director and Vice President, DWS Trust Company (2016–present); formerly: Secretary, Deutsche Investment Management Americas Inc. (2015–2017)

Diane Kenneally8,9 (1966)

 

Treasurer and Chief Financial Officer since 2018

  Director,3 DWS; formerly: Assistant Treasurer for the DWS funds (2007–2018)

Caroline Pearson8 (1962)

Chief Legal Officer, 2010–present

  Managing Director,3 DWS; formerly: Secretary, Deutsche AM Distributors, Inc. (2002–2017); and Secretary, Deutsche AM Service Company (2010–2017)

 

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Table of Contents

Name, Year of Birth,

Position with the Fund and

Length of Time Served5

  Business Experience and Directorships During the Past Five Years

Scott D. Hogan8 (1970)

 

Chief Compliance Officer, 2016–present

  Director,3 DWS

Wayne Salit7 (1967)

 

Anti-Money Laundering Compliance Officer, 2014–present

  Director,3 Deutsche Bank; and AML Officer, DWS Trust Company; formerly: Managing Director, AML Compliance Officer at BNY Mellon (2011–2014); and Director, AML Compliance Officer at Deutsche Bank (2004–2011)

Sheila Cadogan8 (1966)

 

Assistant Treasurer, 2017–present

  Director,3 DWS; Director and Vice President, DWS Trust Company (since 2018)

Paul Antosca8 (1957)

 

Assistant Treasurer, 2007–present

  Director,3 DWS

 

1 

The length of time served represents the year in which the Board Member joined the board of one or more DWS funds currently overseen by the Board.

 

2 

A publicly held company with securities registered pursuant to Section 12 of the Securities Exchange Act of 1934.

 

3 

Executive title, not a board directorship.

 

4 

As a result of their respective positions held with the Advisor or its affiliates, these individuals are considered “interested persons” of the Advisor within the meaning of the 1940 Act. Interested persons receive no compensation from the Fund.

 

5 

The length of time served represents the year in which the officer was first elected in such capacity for one or more DWS funds.

 

6 

Address: 345 Park Avenue, New York, NY 10154.

 

7 

Address: 60 Wall Street, New York, NY 10005.

 

8 

Address: One International Place, Boston, MA 02110.

 

9 

Appointed Treasurer and Chief Financial Officer effective July 2, 2018.

 

*

Paul K. Freeman retired from the Board effective December 31, 2018.

The Fund’s Statement of Additional Information (“SAI”) includes additional information about the Board Members. The SAI is available, without charge, upon request. If you would like to request a copy of the SAI, you may do so by calling the following toll-free number: (800) 728-3337.

 

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Notes


Table of Contents
LOGO  

  VS2IG-2 (R-025830-9 2/19)

 


Table of Contents

December 31, 2018

Annual Report

Deutsche DWS Variable Series II

(formerly Deutsche Variable Series II)

 

 

DWS Multisector Income VIP

(formerly Deutsche Multisector Income VIP)

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, you may not be receiving paper copies of the Fund’s shareholder reports from the insurance company that offers your contract unless you specifically request paper copies from your insurance company or from your financial intermediary. Instead, the shareholder reports will be made available on a Web site, and your insurance company will notify you by mail each time a report is posted and provide you with a Web site link to access the report. Instructions for requesting paper copies will be provided by your insurance company.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from your insurance company electronically by following the instructions provided by your insurance company.

You may elect to receive all future reports in paper free of charge from your insurance company. If your insurance company informs you that future reports will be delivered via Web access, you can inform your insurance company that you wish to continue receiving paper copies of your shareholder reports by following the instructions provided by your insurance company.

 

LOGO


Table of Contents

Contents

 

  3      Performance Summary
  4      Management Summary
  6      Portfolio Summary
  7      Investment Portfolio
  13      Statement of Assets and Liabilities
  13      Statement of Operations
  14      Statements of Changes in Net Assets
  15      Financial Highlights
  16      Notes to Financial Statements
  25      Report of Independent Registered Public Accounting Firm
  26      Information About Your Fund’s Expenses
  27      Tax Information
  27      Proxy Voting
  28      Advisory Agreement Board Considerations and Fee Evaluation
  31      Board Members and Officers

 

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   December 31, 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        1-Year   3-Year   5-Year   10-Year
Class A   Growth of $10,000   $9,835   $10,554   $10,464   $16,653
    Average annual total return   –1.65%   1.81%   0.91%   5.23%
Bloomberg Barclays U.S. Universal Index   Growth of $10,000   $9,975   $10,789   $11,437   $14,884
  Average annual total return   –0.25%   2.56%   2.72%   4.06%

The growth of $10,000 is cumulative.    

 

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  |   3


Table of Contents
Management Summary   December 31, 2018 (Unaudited)

The Class A shares of the Fund returned –1.65% (unadjusted for contract charges) in 2018, underperforming the –0.25% return of the Bloomberg Barclays U.S. Universal Index.

The major segments of the global fixed-income markets experienced a wide range of returns in the past 12 months. While U.S. Treasuries outpaced the index due to their strong fourth quarter rally, categories with a higher degree of credit risk were hurt by the prospect of slower growth. As a result, investment-grade corporate, high yield, and emerging-markets bonds all finished in the red.

Several factors played a role in the Fund’s underperformance, but the overarching theme was our continued emphasis on the credit sectors. We believed these segments offered an attractive opportunity due to their higher absolute yields and ability to benefit from the ongoing economic expansion. While we saw the risk of a recession in 2020, we expected that the markets would not start factoring this into prices until later in 2019. Instead, a series of weak economic data from around the globe prompted investors to recalibrate their expectations in favor of much slower growth in the year ahead. Our overweight position in the credit-sensitive areas of the market was therefore the largest detractor in 2018.

The Fund’s large allocation to high-yield bonds played a key role in its shortfall by providing exposure to one of the weakest areas of the market. An overweight in the emerging markets was also an important factor in the Fund’s underperformance. Holdings in local-currency issues had an adverse impact on results, as did a position in Argentina. While we pared back risk in mid-2018, we continue to have a positive long-term view on the asset class in general, and the Africa/Middle East region in particular.

We kept the Fund’s duration (interest-rate sensitivity) below the index, as we saw little benefit from having a longer duration at a time in which the U.S. Federal Reserve was raising interest rates. This strategy contributed positively given that yields increased modestly. We reduced the extent of the underweight in the second half of the year on the belief that the majority of the upward move in yields had already occurred.

The Fund used derivatives in order to facilitate exposure to the high-yield market, adjust foreign-currency exposure, manage duration, and adjust portfolio positioning in domestic commercial mortgage-backed securities and the European market. In the aggregate, our use of derivatives was a small net detractor. Derivatives are used to achieve the Fund’s risk and return objectives and should therefore be evaluated within the context of the entire portfolio rather than as a standalone strategy.

The Fund maintained an underweight allocation to investment-grade bonds. We held an underweight in corporate issues due to their low yield spreads versus Treasuries. Instead, we focused on securitized assets to capture their attractive yields in relation to their underlying credit quality. The Fund’s investment-grade allocation had a neutral impact on results, but we continue to view it as an important source of portfolio diversification.

We believe an emphasis on the credit sectors remains appropriate even after the fourth-quarter sell-off in the financial markets. We see the elevated volatility as largely the result of investors’ overreaction to adverse headlines rather than a sign of a broader, systemic problem. In our view, the continued strength of the U.S. economy and positive growth in the world as a whole can provide a firm foundation for risk assets once news flow calms and investors return their focus to fundamentals.

John D. Ryan, Managing Director

Kevin Bliss, Director

Portfolio Managers

The views expressed reflect those of the portfolio management team only through the end of the period of the report as stated on the cover. The management team’s views are subject to change at any time based on market and other conditions and should not be construed as a recommendation. Past performance is no guarantee of future results. Current and future portfolio holdings are subject to risk.

 

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Terms to Know

The 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 fees or expenses and it is not possible to invest directly in an index.

Overweight means the Fund holds a higher weighting in a given sector or security than the benchmark. Underweight means the Fund holds a lower weighting.

Contribution and detraction incorporate both a stock’s total return and its weighting in the index.

Duration, which is expressed in years, measures the sensitivity of the price of a bond or bond fund to a change in interest rates.

Yield spread refers to differences between yields on differing debt instruments, calculated by deducting the yield of one instrument from another. The higher the yield spread, the greater the difference between the yields offered by each instrument.

Derivatives are contracts whose values can be based on a variety of instruments, including indices, currencies or securities. They can be utilized for a variety of reasons, including for hedging purposes, for risk management, for non-hedging purposes to seek to enhance potential gains, or as a substitute for direct investment in a particular asset class or to keep cash on hand to meet shareholder redemptions. Investing in derivatives entails special risks relating to liquidity, leverage and credit that may reduce returns and/or increase volatility.

 

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Table of Contents
Portfolio Summary   (Unaudited)  

 

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

Government & Agency Obligations

     44%        29%  

Collateralized Mortgage Obligations

     17%        13%  

Corporate Bonds

     11%        24%  

Mortgage-Backed Securities Pass-Throughs

     6%         

Loan Participations and Assignments

     5%        7%  

Cash Equivalent

     5%        6%  

Commercial Mortgage-Backed Securities

     5%        5%  

Short-Term U.S. Treasury Obligations

     3%        12%  

Asset-Backed

     2%        2%  

Convertible Bond

     2%        2%  

Common Stocks

     0%        0%  
Warrants      0%        0%  
       100%        100%  
Quality (Excludes Cash Equivalents and Securities Lending Collateral)    12/31/18      12/31/17  
AAA      38%        25%  
AA      0%        1%  
A      8%        8%  
BBB      12%        24%  
BB      22%        23%  
B      11%        9%  
CCC or Below      2%        3%  
Non Rated      7%        7%  
       100%        100%  
Interest Rate Sensitivity    12/31/18      12/31/17  
Effective Maturity      4.8 years        5.4 years  
Effective Duration      3.6 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 7.

Following the Fund’s fiscal first and third quarter-end, a complete portfolio holdings listing is filed with the SEC on Form N-Q or Form N-PORT (available for filings after March 31, 2019). The Fund’s Form N-Q or Form N-PORT will be available on the SEC’s Web site at sec.gov. 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.

 

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Table of Contents
Investment Portfolio   as of December 31, 2018

 

    Principal
Amount ($)(a)
    Value ($)  
Corporate Bonds 10.9%

 

Communication Services 0.6%

 

Expedia Group, Inc., 3.8%, 2/15/2028

    55,000       49,876  
Consumer Discretionary 0.7%

 

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

    60,000       54,600  
Energy 4.3%

 

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

    65,000       57,363  

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

    200,000       194,492  

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

    48,000       45,240  

Weatherford International Ltd., 9.875%, 2/15/2024 (b)

    100,000       61,000  
   

 

 

 
      358,095  
Financials 0.5%

 

FS KKR Capital Corp., 4.75%, 5/15/2022

    40,000       39,603  
Industrials 0.7%

 

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

    60,000       58,050  
Information Technology 0.7%

 

DXC Technology Co.,
4.75%, 4/15/2027

    60,000       60,211  
Materials 1.0%

 

AK Steel Corp.,
7.0%, 3/15/2027 (b)

    100,000       78,000  

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

    5,000       4,887  
   

 

 

 
      82,887  
Real Estate 1.2%

 

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

    25,000       24,604  

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

    35,000       34,289  

Select Income REIT:

   

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

    30,000       29,675  

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

    10,000       9,636  
   

 

 

 
      98,204  
Utilities 1.2%

 

Southern California Edison Co., Series E, 3.7%, 8/1/2025

    100,000       99,750  
Total Corporate Bonds (Cost $1,004,418)

 

    901,276  

Mortgage-Backed Securities

Pass-Throughs 6.1%

 

 

Federal National Mortgage Association, 4.0%, 9/1/2048 (Cost $496,085)

    495,852       507,407  
    Principal
Amount ($)(a)
    Value ($)  
Asset-Backed 2.2%

 

Home Equity Loans 0.2%

 

CIT Group Home Equity Loan Trust, “AF6”, Series 2002-1, 6.2%, 2/25/2030

    13,107       13,332  
Miscellaneous 2.0%

 

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

    108,625       106,428  

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

    62,947       62,001  
   

 

 

 
              168,429  
Total Asset-Backed (Cost $184,363)

 

    181,761  
Commercial Mortgage-Backed Security 4.8%

 

GMAC Commercial Mortgage Securities, Inc., “G”, Series 2004-C1, 144A,
5.455%, 3/10/2038
(Cost $426,492)

    423,843       394,070  
Collateralized Mortgage Obligations 17.0%

 

Banc of America Mortgage Securities, “2A2”, Series 2004-A, 3.917% **, 2/25/2034

    29,312       29,210  

Bear Stearns Adjustable Rate Mortgage Trust, “2A1”,
Series 2005-11,
4.794% **, 12/25/2035

    33,904       34,466  

Countrywide Home Loans, “2A5”, Series 2004-13,
5.75%, 8/25/2034

    28,697       28,362  

Fannie Mae Connecticut Avenue Securities:

 

“1M2”, Series 2018-C06, 1-month USD-LIBOR + 2.000%, 4.506% ** , 3/25/2031

    62,500       60,045  

“1M1”, Series 2016-C02, 1-month USD-LIBOR + 2.150%, 4.656% ** , 9/25/2028

    9,976       9,990  

“1M2”, Series 2018-C05, 1-month USD-LIBOR + 2.350%, 4.856% ** , 1/25/2031

    100,000       97,469  

Federal Home Loan Mortgage Corp.:

 

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

    94,117       5,366  

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

    395,176       86,784  

Federal National Mortgage Association, “4”, Series 406, Interest Only, 4.0%, 9/25/2040

    93,099       19,353  

Freddie Mac Structured Agency Credit Risk Debt Notes, “M2”, Series 2017-DNA2, 1-month USD-LIBOR + 3.450%,
5.956% **, 10/25/2029

    250,000       264,548  
 

 

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

 

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

Government National Mortgage Association:

 

“GI”, Series 2014-146, Interest Only, 3.5%, 9/20/2029

    833,224       94,097  

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

    104,289       14,371  

“HI”, Series 2015-77, Interest Only, 4.0%, 5/20/2045

    220,915       41,437  

“IP”, Series 2014-115, Interest Only, 4.5%, 2/20/2044

    34,154       5,838  

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

    114,729       21,531  

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

    111,382       20,875  

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

    96,696       16,635  

JPMorgan Mortgage Trust, “2A1”, Series 2006-A2,
3.722% **, 4/25/2036

    121,051       114,461  

Merrill Lynch Mortgage Investors Trust, “2A”, Series 2003-A6, 4.588% **, 10/25/2033

    23,986       23,924  

RESIMAC, “A2”, Series 2017-2, Australian Bank Bill Short Term Rates 1-Month Mid + 1.200%, 3.143% **, 1/15/2049

  AUD 405,002       284,542  

STACR Trust, “M2”,
Series 2018-DNA3, 144A, 1-month USD-LIBOR + 2.100%, 4.606% **, 9/25/2048

    108,108       103,814  

Wells Fargo Mortgage-Backed Securities Trust, “2A3”,
Series 2004-EE,
4.482% **, 12/25/2034

    28,666       28,653  

Total Collateralized Mortgage Obligations (Cost $1,204,534)

 

    1,405,771  
Government & Agency Obligations 44.2%

 

Other Government Related (c) 6.1%

 

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

    200,000       195,349  

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

    290,000       313,211  
   

 

 

 
      508,560  
Sovereign Bonds 16.5%

 

Ivory Coast Government International Bond, 144A, 5.375%, 7/23/2024

    200,000       183,408  

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

  MXN 3,004,972       141,785  

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

    200,000       209,988  

Republic of Argentina-Inflation Linked Bond, 5.83%, 12/31/2033

  ARS 375       86  

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

  HUF 11,600,000       42,647  

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

    200,000       179,328  

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

    200,000       194,064  

Republic of Slovenia, 144A,
5.5%, 10/26/2022

    100,000       106,430  
    Principal
Amount ($)(a)
    Value ($)  

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

    200,000       142,992  

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

  MXN  3,845,600       165,299  
   

 

 

 
      1,366,027  
U.S. Treasury Obligations 21.6%

 

U.S. Treasury Bonds:

 

3.0%, 5/15/2047

    20,000       19,914  

3.0%, 2/15/2048

    5,000       4,973  

U.S. Treasury Inflation Indexed Note, 0.625%, 4/15/2023

    534,466       525,586  

U.S. Treasury Notes:

 

1.5%, 5/31/2019

    232,600       231,655  

1.625%, 12/31/2019

    109,000       107,914  

2.625%, 8/31/2020

    900,000       901,196  
   

 

 

 
              1,791,238  

Total Government & Agency Obligations (Cost $3,798,868)

 

    3,665,825  
Short-Term U.S. Treasury Obligations 2.8%

 

U.S. Treasury Bills:

 

2.362% ***, 8/15/2019 (d)

    200,000       196,855  

2.573%***, 10/10/2019

    40,000       39,213  

Total Short-Term U.S. Treasury Obligations (Cost $236,228)

 

    236,068  
Loan Participations and Assignments 5.4%

 

Senior Loans **

 

DaVita, Inc., Term Loan B, 1-month USD LIBOR + 2.750%, 5.272%, 6/24/2021

    66,850       66,516  

Level 3 Financing, Inc., Term Loan B, 1-month USD LIBOR + 2.250%, 4.754%, 2/22/2024

    60,000       57,175  

MacDermid, Inc., Term Loan B6, 1-month USD LIBOR + 3.000%, 5.522%, 6/7/2023 (e)

    57,187       56,865  

MEG Energy Corp., Term Loan B, 1-month USD LIBOR + 3.500%, 6.03%, 12/31/2023

    5,402       5,301  

NRG Energy, Inc., Term Loan B, 1-month USD LIBOR + 1.750%, 4.272%, 6/30/2023

    112,845       108,825  

Quebecor Media, Inc., Term Loan B1, 3-month USD LIBOR + 2.250%, 4.866%, 8/17/2020

    85,275       84,280  

Valeant Pharmaceuticals International, Inc., Term Loan B, 1-month USD LIBOR + 3.000%, 5.379%, 6/2/2025

    72,674       69,615  

Total Loan Participations and Assignments (Cost $460,203)

 

    448,577  
 

 

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

 

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Table of Contents
    Principal
Amount ($)(a)
    Value ($)  
Convertible Bond 1.9%

 

Materials

 

GEO Specialty Chemicals, Inc., 3-month USD-LIBOR + 14.0%, 16.707%** PIK, 10/18/2025 (e) (Cost $145,946)

    146,805       158,403  
    Shares     Value ($)  
Common Stocks 0.1%

 

Industrials 0.0%

 

Quad Graphics, Inc.

    4       49  
Materials 0.1%

 

GEO Specialty Chemicals, Inc.* (e)

    85,721       10,724  

Total Common Stocks (Cost $39,455)

 

    10,773  
Warrant 0.0%

 

Materials

 

Hercules Trust II, Expiration Date 3/31/2029* (e) (Cost $17,432)

    85       2,096  
    Shares     Value ($)  
Securities Lending Collateral 3.6%

 

DWS Government & Agency Securities Portfolio “DWS Government Cash Institutional Shares, 2.29% (f) (g)
(Cost $302,310)

    302,310       302,310  
Cash Equivalent 4.8%    

DWS Central Cash Management Government Fund, 2.41% (f) (Cost $395,710)

    395,710       395,710  
    % of Net
Assets
    Value ($)  

Total Investment Portfolio
(Cost $8,712,044)

    103.8       8,610,047  
Other Assets and Liabilities, Net     (3.8     (318,212
Net Assets     100.0       8,291,835  
 

 

A summary of the Fund’s transactions with affiliated investments during the year ended December 31, 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
12/31/2018

   

Value ($)

at
12/31/2018

 

Securities Lending Collateral 3.6%

 

       

DWS Government & Agency Securities Portfolio “DWS Government Cash Institutional Shares”, 2.29% (f) (g)

 

154,990     147,320  (h)                        4,702             302,310       302,310  

Cash Equivalent 4.8%

 

       

DWS Central Cash Management Government Fund, 2.41% (f)

 

539,169     4,831,276       4,974,735                   14,308             395,710       395,710  
694,159     4,978,596       4,974,735                   19,010             698,020       698,020  

 

*

Non-income producing security.

 

**

Variable or floating rate security. These securities are shown at their current rate as of December 31, 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 December 31, 2018 amounted to $287,953, which is 3.5% of net assets.

 

(c)

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

 

(d)

At December 31, 2018, this security has been pledged, in whole or in part, to cover initial margin requirements for open futures contracts.

 

(e)

Investment was valued using significant unobservable inputs.

 

(f)

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

 

(g)

Represents collateral held in connection with securities lending. Income earned by the Fund is net of borrower rebates.

 

(h)

Represents the net increase (purchase cost) or decrease (sales proceeds) in the amount invested for the year ended December 31, 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

 

 

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

 

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DWS Multisector Income VIP

  |   9


Table of Contents

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

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 December 31, 2018, open futures contracts purchased were as follows:

 

Futures   Currency     Expiration
Date
    Contracts     Notional
Amount ($)
    Notional
Value ($)
    Unrealized
Appreciation ($)
 
2 Year U.S. Treasury Note     USD       3/29/2019       4       843,874       849,250       5,376  
U.S. Treasury Long Bond     USD       3/20/2019       2       278,567       292,000       13,433  
Ultra 10 Year U.S. Treasury Note     USD       3/20/2019       8       1,008,723       1,040,625       31,902  
Total unrealized appreciation

 

    50,711  

At December 31, 2018, open futures contracts sold were as follows:

 

Futures   Currency     Expiration
Date
    Contracts     Notional
Amount ($)
    Notional
Value ($)
    Unrealized
Depreciation ($)
 
5 Year U.S. Treasury Note     USD       3/29/2019       1       112,991       114,688       (1,697
Euro-Schatz     EUR       3/7/2019       8       1,025,480       1,026,042       (562
Ultra Long U.S. Treasury Bond     USD       3/20/2019       1       152,208       160,656       (8,448
Total unrealized depreciation

 

    (10,707

As of December 31, 2018, the Fund had the following open forward foreign currency contracts:

 

Contracts to Deliver     In Exchange For     Settlement
Date
    Unrealized
Appreciation ($)
    Counterparty
USD     86,534     CNY     603,054       1/9/2019       1,303     Credit Agricole
MXN     5,100,000     USD     261,287       1/23/2019       2,534     State Street Bank and Trust
AUD     450,000     USD     325,651       2/19/2019       8,415     Australia and New Zealand Banking Group Ltd.
Total unrealized appreciation               12,252      
Contracts to Deliver     In Exchange For     Settlement
Date
    Unrealized
Depreciation ($)
    Counterparty
CNY     1,379,970     USD     198,522       1/9/2019       (2,478)     Toronto-Dominion Bank

Currency Abbreviations

 

ARS

Argentine Peso

AUD

Australian Dollar

CNY

Chinese Yuan

EUR

Euro

HUF

Hungarian Forint

MXN

Mexican Peso

USD

United States Dollar

 

For information on the Fund’s policy and additional disclosures regarding futures 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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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 December 31, 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

  $     $ 901,276     $      $ 901,276  

Mortgage-Backed Securities Pass-Throughs

          507,407              507,407  

Asset-Backed

          181,761              181,761  

Commercial Mortgage-Backed Security

          394,070              394,070  

Collateralized Mortgage Obligations

          1,405,771              1,405,771  

Government & Agency Obligations

          3,665,825              3,665,825  

Short-Term U.S. Treasury Obligations

          236,068              236,068  

Loan Participations and Assignments

          391,712       56,865        448,577  

Convertible Bond

                158,403        158,403  
Common Stocks (i)     49             10,724        10,773  
Warrant                 2,096        2,096  
Short-Term Investments (i)     698,020                    698,020  
Derivatives (j)         

Futures Contracts

  $ 50,711     $     $      $ 50,711  

Forward Foreign Currency Contracts

          12,252              12,252  
Total   $ 748,780     $ 7,696,142     $ 228,088      $ 8,673,010  
Liabilities   Level 1     Level 2     Level 3      Total  
Derivatives (j)         

Futures Contracts

  $ (10,707   $     $      $ (10,707

Forward Foreign Currency Contracts

          (2,478            (2,478
Total   $ (10,707   $ (2,478   $      $ (13,185

During the year ended December 31, 2018, the amount of transfers between Level 2 and Level 3 was $56,865. The investment was transferred from Level 2 to Level 3 due to the lack of observable market data due to a decrease in market activity.

Transfers between price levels are recognized at the beginning of the reporting period.

 

(i)

See Investment Portfolio for additional detailed categorizations.

 

(j)

Derivatives include unrealized appreciation (depreciation) on open futures contracts and forward foreign currency contract.

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:

 

     Bank
Loan
    Convertible
Bond
    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)     (685     (26,204     (13,253     (202     (40,344
Amortization premium/discount     (2     20                   18  
Purchases/PIK           3,961       19,522             23,483  
(Sales)                              
Transfers into Level 3     57,552                         57,552  
Transfers (out) of Level 3                              
Balance as of December 31, 2018   $ 56,865     $ 158,403     $ 10,724     $ 2,096     $ 228,088  
Net change in unrealized appreciation (depreciation) from investments still held as of December 31, 2018   $ (685   $ (26,204   $ (13,253   $ (202   $ (40,344

 

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

 

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DWS Multisector Income VIP

  |   11


Table of Contents
Quantitative Disclosure About Significant Unobservable Inputs
Asset Class  

Fair Value

at 12/31/18

    Valuation Technique(s)   Unobservable Input   Range (Weighted Average)
Convertible Bond:        
Materials     $158,403     Option Pricing Model   Implied Volatility of Option   45%
      Discount Rate   18.38%
      EV/EBITDA Multiple  

5.56

                Discount for lack of marketability   22%
Common Stock:        
Materials     $10,724     Market Approach   EV/EBITDA Multiple  

5.56

                Discount for lack of marketability   22%
Warrants:        
Materials     $2,096     Black Scholes Option Pricing Model   Implied Volatility of Option   21.61%
               

Discount for lack of marketability

  20%
Senior Loans     $56,865     Dealer Quote   Dealer Quote  

Qualitative Disclosure About Unobservable Inputs

Significant unobservable inputs developed by the Pricing Committee and used in the fair value measurement of the Fund’s convertible bond investment include enterprise value (EV) to earnings before interest, taxes, depreciation and amortization (EBITDA) ratio with a discount for lack of marketability; implied volatility of option; and discount rate. A significant change in the EV to EBITDA ratio and implied volatility of option may result in a significant change in the fair value measurement, while a significant change in the discount for lack of marketability and discount rate are 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 common stock investment 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.

A significant change in the broker quotes for the Fund’s senior loan investments could have a material change on the fair value measurement.

 

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 December 31, 2018        
Assets        
Investments in non-affiliated securities, at value (cost $8,014,024) — including $287,953 of securities loaned   $ 7,912,027  
Investment in DWS Government & Agency Securities Portfolio (cost $302,310)*     302,310  
Investment in DWS Central Cash Management Government Fund (cost $395,710)     395,710  
Cash     2,618  
Foreign currency, at value (cost $19,475)     19,299  
Interest receivable     77,050  
Receivable for variation margin on futures contracts     4,512  
Unrealized appreciation on forward foreign currency contracts     12,252  
Foreign taxes recoverable     625  
Other assets     1,172  
Total assets     8,727,575  
Liabilities        
Payable upon return of securities loaned     302,310  
Payable for Fund shares redeemed     17,628  
Unrealized depreciation on forward foreign currency contracts     2,478  
Accrued management fee     5,426  
Accrued Trustees’ fees     747  
Other accrued expenses and payables     107,151  
Total liabilities     435,740  
Net assets, at value   $ 8,291,835  
Net Assets Consist of        
Distributable earnings (loss)     (4,409,778
Paid-in capital       12,701,613  
Net assets, at value   $ 8,291,835  
Net Asset Value

 

Class A

 
Net asset value, offering and redemption price per share ($8,291,835 ÷ 888,694 outstanding shares of beneficial interest, no par value, unlimited number of shares authorized)   $ 9.33  

 

*

Represents collateral on securities loaned.

Statement of Operations

 

for the year ended December 31, 2018        
Investment Income        
Income:  
Interest (net of foreign taxes withheld of $913)   $ 347,905  
Income distributions — DWS Central Cash Management Government Fund     14,308  
Securities lending income, net of borrower rebates     4,702  
Total income     366,915  
Expenses:  
Management fee     48,680  
Administration fee     8,851  
Services to Shareholders     207  
Custodian fee     19,492  
Professional fees     85,127  
Reports to shareholders     19,521  
Trustees’ fees and expenses     2,063  
Other     9,527  
Total expenses before expense reductions     193,468  
Expense reductions     (135,937
Total expenses after expense reductions     57,531  
Net investment income     309,384  
Realized and Unrealized Gain (Loss)        
Net realized gain (loss) from:  
Investments     (72,473
Swap contracts     956  
Futures     (66,904
Forward foreign currency contracts     26,618  
Foreign currency     5,022  
      (106,781
Change in net unrealized appreciation (depreciation) on:  
Investments     (404,117
Futures     43,567  
Forward foreign currency contracts     8,305  
Foreign currency     6,500  
      (345,745
Net gain (loss)     (452,526
Net increase (decrease) in net assets resulting from operations   $   (143,142
 

 

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

 

Deutsche DWS Variable Series II —

DWS Multisector Income VIP

  |   13


Table of Contents

Statements of Changes in Net Assets

 

    Years Ended December 31,  
Increase (Decrease) in Net Assets  

2018

   

2017

 
Operations:    
Net investment income   $ 309,384     $ 612,061  
Net realized gain (loss)     (106,781     498,625  
Change in net unrealized appreciation (depreciation)     (345,745     372,805  
Net increase (decrease) in net assets resulting from operations     (143,142     1,483,491  
Distributions to shareholders:    

Class A

    (641,992     (201,605 )* 
Fund share transactions:    

Class A

   
Proceeds from shares sold     612,918       710,821  
Reinvestment of distributions     641,992       201,605  
Payments for shares redeemed     (1,895,400     (17,200,328
Net increase (decrease) in net assets from Class A share transactions     (640,490     (16,287,902
Increase (decrease) in net assets     (1,425,624     (15,006,016
Net assets at beginning of period     9,717,459       24,723,475  
Net assets at end of period   $ 8,291,835     $ 9,717,459 ** 
Other Information                

Class A

   
Shares outstanding at beginning of period     951,249       2,560,974  
Shares sold     64,660       71,456  
Shares issued to shareholders in reinvestment of distributions     68,080       20,405  
Shares redeemed     (195,295     (1,701,586
Net increase (decrease) in Class A shares     (62,555     (1,609,725
Shares outstanding at end of period     888,694       951,249  

 

*

Includes distributions from net investment income.

**

Includes undistributed net investment income of $636,964.

 

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

 

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Table of Contents

Financial Highlights

 

   

Years Ended December 31,

 
Class A  

2018

    2017     2016     2015     2014  
Selected Per Share Data                                        
Net asset value, beginning of period   $ 10.22     $ 9.65     $ 10.43     $ 11.20     $ 11.53  
Income (loss) from investment operations:          

Net investment incomea

    .34       .28       .22       .40       .49  

Net realized and unrealized gain (loss)

    (.50     .37       (.17     (.72     (.23

Total from investment operations

    (.16     .65       .05       (.32     .26  
Less distributions from:          

Net investment income

    (.73     (.08     (.83     (.45     (.59
Net asset value, end of period   $ 9.33     $ 10.22     $ 9.65     $ 10.43     $ 11.20  
Total Return (%)b     (1.65     6.78       .50       (3.02     2.23  
Ratios to Average Net Assets and Supplemental Data                                        
Net assets, end of period ($ millions)     8       10       25       33       54  
Ratio of expenses before expense reductions (%)c     2.19       1.37       1.31       1.15       1.08  
Ratio of expenses after expense reductions (%)c     .65       .67       .68       .70       .77  
Ratio of net investment income (%)     3.50       2.81       2.19       3.67       4.23  
Portfolio turnover rate (%)     85       96       159       185       185  

 

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.

 

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

 

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DWS Multisector Income VIP

  |   15


Table of Contents
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.

In October 2018, the Securities and Exchange Commission adopted amendments to certain disclosure requirements in Securities Act Release No. 33-10532, Disclosure Update and Simplification, which is intended to facilitate the disclosure of information to investors and simplify compliance without significantly altering the total mix of information provided to investors. Effective with the current reporting period, the Fund adopted the amendments with the impacts being that the Fund is no longer required to present components of distributable earnings on the Statement of Assets and Liabilities or the sources of distributable earnings and the amount of undistributed net investment income on the Statements of Changes in Net Assets.

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. 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 3.

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.

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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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 year ended December 31, 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 December 31, 2018, the Fund invested the cash collateral in DWS Government & Agency Securities Portfolio. DWS Investment Management Americas, Inc. receives a management/administration fee (0.12% annualized effective rate as of December 31, 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 December 31, 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

 

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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 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.

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, 2018, the Fund had net tax basis capital loss carryforwards of approximately $4,643,000, which may be applied against realized net taxable capital gains indefinitely, including short-term losses ($1,959,000) and long-term losses ($2,684,000).

The Fund has reviewed the tax positions for the open tax years as of December 31, 2018 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.

At December 31, 2018, the Fund’s components of distributable earnings on a tax basis were as follows:

 

Undistributed ordinary income*   $ 336,273  
Capital loss carryforwards   $ (4,643,000
Unrealized appreciation (depreciation) on investments   $ (102,899

At December 31, 2018, the aggregate cost of investments for federal income tax purposes was $8,712,946. The net unrealized depreciation for all investments based on tax cost was $102,899. This consisted of aggregate gross unrealized appreciation for all investments in which there was an excess of value over tax cost of $344,975 and aggregate gross unrealized depreciation for all investments in which there was an excess of tax cost over value of $447,874.

 

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In addition, the tax character of distributions paid by the Fund is summarized as follows:

 

    Years Ended December 31,  
     2018     2017  
Distributions from ordinary income*   $ 641,992     $ 201,605  

 

*

For tax purposes, short-term capital gain distributions are considered ordinary income distributions.

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. 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 year ended December 31, 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 December 31, 2018. For the year ended December 31, 2018 the investment in interest rate swap contracts had a total notional amount generally indicative of a range from $0 to $1,700,000.

 

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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 year ended December 31, 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 December 31, 2018 is included in a table following the Fund’s Investment Portfolio. For the year ended December 31, 2018, the investment in futures contracts purchased had a total notional value generally indicative of a range from approximately $801,000 to $2,497,000, 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 year ended December 31, 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 December 31, 2018, is included in a table following the Fund’s Investment Portfolio. For the year ended December 31, 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 $0 to approximately $562,000.

The following tables summarize the value of the Fund’s derivative instruments held as of December 31, 2018 and the related location in the accompanying Statement of Assets and Liabilities, presented by primary underlying risk exposure:

 

Asset Derivatives   Forward
Contracts
    Futures
Contracts
    Total  
Interest Rate Contracts (a)   $     $ 50,711     $ 50,711  
Foreign Exchange Contracts (b)     12,252             12,252  
    $ 12,252     $ 50,711     $ 62,963  

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

 

(a)

Includes cumulative appreciation of futures 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   Forward
Contracts
    Futures
Contracts
    Total  
Interest Rate Contracts (c)   $     $ 10,707     $ 10,707  
Foreign Exchange Contracts (d)     2,478             2,478  
    $ 2,478     $ 10,707     $ 13,185  

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

Additionally, the amount of unrealized and realized gains and losses on derivative instruments recognized in Fund earnings during the year ended December 31, 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 (e)   $     $ 956     $ (66,904   $ (65,948
Foreign Exchange Contracts (f)     26,618                   26,618  
    $ 26,618     $ 956     $ (66,904   $ (39,330

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

 

(e)

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

 

(f)

Net realized gain (loss) from forward foreign currency contracts

 

Change in Net Unrealized Appreciation (Depreciation)   Forward
Contracts
    Futures
Contracts
    Total  
Interest Rate Contracts (g)   $     $ 43,567     $ 43,567  
Foreign Exchange Contracts (h)     8,305             8,305  
    $ 8,305     $ 43,567     $ 51,872  

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

 

(g)

Change in net unrealized appreciation (depreciation) on futures

 

(h)

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

As of December 31, 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
 
Australia and New Zealand Banking Group Ltd.   $ 8,415     $     $     $ 8,415  
Credit Agricole     1,303                   1,303  
State Street Bank and Trust     2,534                   2,534  
    $ 12,252     $     $     $ 12,252  

 

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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
 
Toronto-Dominion Bank   $ 2,478     $     $     $ 2,478  
    $ 2,478     $     $     $ 2,478  

C. Purchases and Sales of Securities

During the year ended December 31, 2018, purchases and sales of investment securities, excluding short-term investments, were as follows:

 

     Purchases     Sales  
Non-U.S. Treasury Obligations   $ 5,212,011     $ 6,007,954  
U.S. Treasury Obligations   $ 1,427,568     $  

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.

DWS Alternatives Global Limited (formerly Deutsche Alternative Asset Management (Global) Limited), 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 DWS Alternatives Global Limited, DIMA, not the Fund, compensates DWS Alternatives Global Limited 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 year ended December 31, 2018, the fee pursuant to the Investment Management Agreement was equivalent to an annual 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 year ended December 31, 2018, fees waived and/or expenses reimbursed amounted to $135,937.

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 year ended December 31, 2018, the Administration Fee was $8,851, of which $711 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

 

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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 year ended December 31, 2018, the amounts charged to the Fund by DSC aggregated $117, of which $19 is unpaid.

Typesetting and Filing Service Fees. Under an agreement with the Fund, DIMA is compensated for providing typesetting and certain regulatory filing services to the Fund. For the year ended December 31, 2018, the amount charged to the Fund by DIMA included in the Statement of Operations under “Reports to shareholders” aggregated $10,993, of which $8,358 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 to each committee Chairperson.

Affiliated Cash Management Vehicles. The Fund may invest uninvested cash balances in DWS Central Cash Management Government Fund and DWS ESG Liquidity 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 ESG Liquidity 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 ESG Liquidity 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 ESG Liquidity Fund.

Security Lending Fees. Deutsche Bank AG serves as securities lending agent for the Fund. For the year ended December 31, 2018, the Fund incurred securities lending agent fees to Deutsche Bank AG in the amount of $354.

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 December 31, 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

 

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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 December 31, 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 97%.

 

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Report of Independent Registered Public Accounting Firm

To the Board of Trustees of Deutsche DWS Variable Series II and Shareholders of DWS Multisector Income VIP:

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of DWS Multisector Income VIP (formerly Deutsche Multisector Income VIP) (the “Fund”) (one of the funds constituting Deutsche DWS Variable Series II (formerly Deutsche Variable Series II)) (the “Trust”), including the investment portfolio, as of December 31, 2018, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting Deutsche DWS Variable Series II) at December 31, 2018, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust’s internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2018, by correspondence with the custodian and brokers. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

LOGO

We have served as the auditor of one or more investment companies in the DWS family of funds since at least 1979, but we are unable to determine the specific year.

Boston, Massachusetts

February 14, 2019

 

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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 (July 1, 2018 to December 31, 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 December 31, 2018       
Actual Fund Return     Class A  
Beginning Account Value 7/1/18   $ 1,000.00  
Ending Account Value 12/31/18   $ 993.60  
Expenses Paid per $1,000*   $ 3.27  
Hypothetical 5% Fund Return     Class A  
Beginning Account Value 7/1/18   $ 1,000.00  
Ending Account Value 12/31/18   $ 1,021.93  
Expenses Paid per $1,000*   $ 3.31  

 

*

Expenses are equal to the Fund’s annualized expense ratio, multiplied by the average account value over the period, multiplied by 184 (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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Tax Information   (Unaudited)

Please consult a tax advisor if you have questions about federal or state income tax laws, or on how to prepare your tax returns. If you have specific questions about your account, please contact your insurance provider.

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 DWS Multisector Income VIP’s (the “Fund”) investment management agreement (the “Agreement”) with DWS Investment Management Americas, Inc. (“DIMA”) and sub-advisory agreement (the “Sub-Advisory Agreement” and together with the Agreement, the “Agreements”) between DIMA and Deutsche Alternative Asset Management (Global) Limited (now known as DWS Alternatives Global Limited) (“DAAM Global”), an affiliate of DIMA, in September 2018.

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 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. DIMA and DAAM Global are part of DWS Group GmbH & Co. KGaA (“DWS Group”). DWS Group 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. In 2018, approximately 20% of DWS Group’s shares were sold in an initial public offering, with Deutsche Bank AG owning the remaining shares.

As part of the contract review process, the Board carefully considered the fees and expenses of each DWS 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 Agreements, including the scope of advisory services provided under the Agreements. The Board noted that, under the Agreements, 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

 

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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 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, 2017, the Fund’s performance (Class A shares) was in the 1st 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 outperformed its benchmark in the one-year period and has underperformed its benchmark in the three- and five-year periods ended December 31, 2017. The Board noted the disappointing investment performance of the Fund in some past 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 in 2017. The Board recognized the efforts by DIMA in recent years to enhance its investment platform and improve long-term performance across the DWS fund complex.

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, 2017). With respect to the sub-advisory fee paid to DAAM Global, the Board noted that the fee is paid by DIMA out of its fee and not directly by the Fund. 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, 2017, 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 DWS U.S. registered funds (“DWS Funds”) and considered differences between the Fund and the comparable DWS 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 (“DWS Europe Funds”) managed by DWS Group. The Board noted that DIMA indicated that DWS Group does not manage any institutional accounts or DWS 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 DWS 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 DWS 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 or “fall-out” 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 DWS 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 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 and (ii) the substantial commitment of resources by DIMA and its affiliates to compliance matters, including the retention of compliance personnel.

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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Board Members and Officers

The following table presents certain information regarding the Board Members and Officers of the Fund. Each Board Member’s year of birth is set forth in parentheses after his or her name. Unless otherwise noted, (i) each Board Member has engaged in the principal occupation(s) noted in the table for at least the most recent five years, although not necessarily in the same capacity; and (ii) the address of each Independent Board Member is c/o Keith R. Fox, DWS Funds Board Chair, c/o Thomas R. Hiller, Ropes & Gray LLP, Prudential Tower, 800 Boylston Street, Boston, MA 02199-3600. Except as otherwise noted below, the term of office for each Board Member is until the election and qualification of a successor, or until such Board Member sooner dies, resigns, is removed or as otherwise provided in the governing documents of the Fund. Because the Fund does not hold an annual meeting of shareholders, each Board Member will hold office for an indeterminate period. The Board Members may also serve in similar capacities with other funds in the fund complex.

 

Independent Board Members            
Name, Year of Birth,
Position with the Fund and
Length of Time Served1
  Business Experience and Directorships During the Past Five Years   Number of
Funds in
DWS Fund
Complex
Overseen
    Other
Directorships
Held by Board
Member

Keith R. Fox, CFA (1954)

 

Chairperson since 2017, and Board Member since 1996

  Managing General Partner, Exeter Capital Partners (a series of private investment funds) (since 1986). Directorships: Progressive International Corporation (kitchen goods importer and distributor); The Kennel Shop (retailer); former Chairman, National Association of Small Business Investment Companies; former Directorships: BoxTop Media Inc. (advertising); Sun Capital Advisers Trust (mutual funds) (2011–2012)     82    

John W. Ballantine (1946)

 

Board Member since 1999

  Retired; formerly, Executive Vice President and Chief Risk Management Officer, First Chicago NBD Corporation/The First National Bank of Chicago (1996–1998); Executive Vice President and Head of International Banking (1995–1996); former Directorships: Director and former Chairman of the Board, Healthways, Inc.2 (population well-being and wellness services) (2003–2014); Stockwell Capital Investments PLC (private equity); Enron Corporation; FNB Corporation; Tokheim Corporation; First Oak Brook Bancshares, Inc. and Oak Brook Bank; Prisma Energy International; Public Radio International. Not-for-Profit Director, Trustee: Palm Beach Civic Association; Window to the World Communications (public media); Harris Theater for Music and Dance (Chicago); Life Director of Hubbard Street Dance Chicago     82     Portland
General
Electric2
(utility
company)
(2003–
present)

Henry P. Becton, Jr. (1943)

 

Board Member since 1990

  Vice Chair and former President, WGBH Educational Foundation. Directorships: Public Radio International; Public Radio Exchange (PRX); The Pew Charitable Trusts (charitable organization); Massachusetts Humane Society; Overseer of the New England Conservatory; former Directorships: Becton Dickinson and Company2 (medical technology company); Belo Corporation2 (media company); The PBS Foundation; Association of Public Television Stations; Boston Museum of Science; American Public Television; Concord Academy; New England Aquarium; Mass. Corporation for Educational Telecommunications; Committee for Economic Development; Public Broadcasting Service; Connecticut College; North Bennett Street School (Boston); American Documentary, Inc. (public media)     82    

Dawn-Marie Driscoll (1946)

 

Board Member since 1987

  Emeritus Executive Fellow, Center for Business Ethics, Bentley University; formerly: President, Driscoll Associates (consulting firm); Partner, Palmer & Dodge (law firm) (1988–1990); Vice President of Corporate Affairs and General Counsel, Filene’s (retail) (1978–1988). Directorships: Advisory Board, Center for Business Ethics, Bentley University; Trustee and former Chairman of the Board, Southwest Florida Community Foundation (charitable organization); former Directorships: ICI Mutual Insurance Company (2007–2015); Sun Capital Advisers Trust (mutual funds) (2007–2012), Investment Company Institute (audit, executive, nominating committees) and Independent Directors Council (governance, executive committees)     82    

Paul K. Freeman* (1950)

 

Board Member since 1993

  Consultant, World Bank/Inter-American Development Bank; Independent Directors Council (former chair); Investment Company Institute (executive committee); Adjunct Professor, University of Denver Law School (2017–present); formerly: Chairman of Education Committee of Independent Directors Council; Project Leader, International Institute for Applied Systems Analysis (1998–2001); Chief Executive Officer, The Eric Group, Inc. (environmental insurance) (1986–1998); Directorships: Knoebel Institute for Healthy Aging, University of Denver (2017–present); former Directorships: Prisma Energy International; Denver Zoo Foundation (2012–2018)     82    

 

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Name, Year of Birth,
Position with the Fund and
Length of Time Served1
  Business Experience and Directorships During the Past Five Years   Number of
Funds in
DWS Fund
Complex
Overseen
    Other
Directorships
Held by Board
Member

Richard J. Herring (1946)

 

Board Member since 1990

  Jacob Safra Professor of International Banking and Professor of Finance, The Wharton School, University of Pennsylvania (since July 1972); Director, The Wharton Financial Institutions Center (since 1994); formerly: Vice Dean and Director, Wharton Undergraduate Division (1995–2000) and Director, The Lauder Institute of International Management Studies (2000–2006); Member FDIC Systemic Risk Advisory Committee since 2011, member Systemic Risk Council since 2012 and member of the Advisory Board at the Yale Program on Financial Stability since 2013; Formerly Co-Chair of the Shadow Financial Regulatory Committee (2003–2015), Executive Director of The Financial Economists Roundtable (2008–2015), Director of The Thai Capital Fund (2007–2013), Director of The Aberdeen Singapore Fund (2007–2018), and Nonexecutive Director of Barclays Bank DE (2010–2018)     82     Director,
Aberdeen
Japan Fund
(since 2007)

William McClayton (1944)

 

Board Member since 2004

  Private equity investor (since October 2009); previously, Managing Director, Diamond Management & Technology Consultants, Inc. (global consulting firm) (2001–2009); Directorship: Board of Managers, YMCA of Metropolitan Chicago; formerly: Senior Partner, Arthur Andersen LLP (accounting) (1966–2001); Trustee, Ravinia Festival     82    

Rebecca W. Rimel (1951)

 

Board Member since 1995

  President, Chief Executive Officer and Director, The Pew Charitable Trusts (charitable organization) (1994–present); formerly: Executive Vice President, The Glenmede Trust Company (investment trust and wealth management) (1983–2004); Board Member, Investor Education (charitable organization) (2004–2005); Trustee, Executive Committee, Philadelphia Chamber of Commerce (2001–2007); Director, Viasys Health Care2 (January 2007–June 2007); Trustee, Thomas Jefferson Foundation (charitable organization) (1994–2012)     82     Director,
Becton
Dickinson
and
Company2
(medical
technology
company)
(2012–
present);
Director,
BioTelemetry
Inc.2 (health
care) (2009–
present)

William N. Searcy, Jr. (1946)

 

Board Member since 1993

  Private investor since October 2003; formerly: Pension & Savings Trust Officer, Sprint Corporation2 (telecommunications) (November 1989–September 2003); Trustee, Sun Capital Advisers Trust (mutual funds) (1998–2012)     82    

Jean Gleason Stromberg (1943)

 

Board Member since 1997

  Retired. Formerly, Consultant (1997–2001); Director, Financial Markets U.S. Government Accountability Office (1996–1997); Partner, Norton Rose Fulbright, L.L.P. (law firm) (1978–1996); former Directorships: The William and Flora Hewlett Foundation (charitable organization) (2000–2015); Service Source, Inc. (nonprofit), Mutual Fund Directors Forum (2002–2004), American Bar Retirement Association (funding vehicle for retirement plans) (1987–1990 and 1994–1996)     82    

 

Officers4     

Name, Year of Birth,

Position with the Fund and

Length of Time Served5

  Business Experience and Directorships During the Past Five Years

Hepsen Uzcan6 (1974)

 

President and Chief Executive Officer, 2017–present

 

Assistant Secretary, 2013–present

  Managing Director,3 DWS; Secretary, DWS USA Corporation (since March 2018); Assistant Secretary, DWS Distributors, Inc. (since June 25, 2018); Director and Vice President, DWS Service Company (since June 25, 2018); Assistant Secretary, DWS Investment Management Americas, Inc. (since June 25, 2018); and Director and President, DB Investment Managers, Inc. (since June 25, 2018); formerly: Vice President for the Deutsche funds (2016–2017)

John Millette8 (1962)

 

Vice President and Secretary, 1999–present

  Director,3 DWS; Chief Legal Officer, DWS Investment Management Americas, Inc. (2015–present); and Director and Vice President, DWS Trust Company (2016–present); formerly: Secretary, Deutsche Investment Management Americas Inc. (2015–2017)

Diane Kenneally8,9 (1966)

 

Treasurer and Chief Financial Officer since 2018

  Director,3 DWS; formerly: Assistant Treasurer for the DWS funds (2007–2018)

Caroline Pearson8 (1962)

Chief Legal Officer, 2010–present

  Managing Director,3 DWS; formerly: Secretary, Deutsche AM Distributors, Inc. (2002–2017); and Secretary, Deutsche AM Service Company (2010–2017)

 

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Name, Year of Birth,

Position with the Fund and

Length of Time Served5

  Business Experience and Directorships During the Past Five Years

Scott D. Hogan8 (1970)

 

Chief Compliance Officer, 2016–present

  Director,3 DWS

Wayne Salit7 (1967)

 

Anti-Money Laundering Compliance Officer, 2014–present

  Director,3 Deutsche Bank; and AML Officer, DWS Trust Company; formerly: Managing Director, AML Compliance Officer at BNY Mellon (2011–2014); and Director, AML Compliance Officer at Deutsche Bank (2004–2011)

Sheila Cadogan8 (1966)

 

Assistant Treasurer, 2017–present

  Director,3 DWS; Director and Vice President, DWS Trust Company (since 2018)

Paul Antosca8 (1957)

 

Assistant Treasurer, 2007–present

  Director,3 DWS

 

1 

The length of time served represents the year in which the Board Member joined the board of one or more DWS funds currently overseen by the Board.

 

2 

A publicly held company with securities registered pursuant to Section 12 of the Securities Exchange Act of 1934.

 

3 

Executive title, not a board directorship.

 

4 

As a result of their respective positions held with the Advisor or its affiliates, these individuals are considered “interested persons” of the Advisor within the meaning of the 1940 Act. Interested persons receive no compensation from the Fund.

 

5 

The length of time served represents the year in which the officer was first elected in such capacity for one or more DWS funds.

 

6 

Address: 345 Park Avenue, New York, NY 10154.

 

7 

Address: 60 Wall Street, New York, NY 10005.

 

8 

Address: One International Place, Boston, MA 02110.

 

9 

Appointed Treasurer and Chief Financial Officer effective July 2, 2018.

 

*

Paul K. Freeman retired from the Board effective December 31, 2018.

The Fund’s Statement of Additional Information (“SAI”) includes additional information about the Board Members. The SAI is available, without charge, upon request. If you would like to request a copy of the SAI, you may do so by calling the following toll-free number: (800) 728-3337.

 

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Notes


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Notes


Table of Contents
LOGO  

  VS2MSI-2 (R-025836-8 2/19)

 


Table of Contents

December 31, 2018

Annual Report

Deutsche DWS Variable Series II

(formerly Deutsche Variable Series II)

 

 

DWS Small Mid Cap Growth VIP

(formerly Deutsche Small Mid Cap Growth VIP)

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, you may not be receiving paper copies of the Fund’s shareholder reports from the insurance company that offers your contract unless you specifically request paper copies from your insurance company or from your financial intermediary. Instead, the shareholder reports will be made available on a Web site, and your insurance company will notify you by mail each time a report is posted and provide you with a Web site link to access the report. Instructions for requesting paper copies will be provided by your insurance company.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from your insurance company electronically by following the instructions provided by your insurance company.

You may elect to receive all future reports in paper free of charge from your insurance company. If your insurance company informs you that future reports will be delivered via Web access, you can inform your insurance company that you wish to continue receiving paper copies of your shareholder reports by following the instructions provided by your insurance company.

 

LOGO


Table of Contents

Contents

 

  3      Performance Summary
  4      Management Summary
  5      Portfolio Summary
  6      Investment Portfolio
  9      Statement of Assets and Liabilities
  9      Statement of Operations
  10      Statements of Changes in Net Assets
  11      Financial Highlights
  12      Notes to Financial Statements
  16      Report of Independent Registered Public Accounting Firm
  17      Information About Your Fund’s Expenses
  18      Tax Information
  18      Proxy Voting
  19      Advisory Agreement Board Considerations and Fee Evaluation
  22      Board Members and Officers

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

 

  2     |  

Deutsche DWS Variable Series II —

DWS Small Mid Cap Growth VIP


Table of Contents
Performance Summary   December 31, 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    1-Year    3-Year    5-Year    10-Year
Class A   Growth of $10,000    $8,641    $11,510    $12,057    $34,428
    Average annual total return    –13.59%    4.80%    3.81%    13.16%
Russell 2500 Growth Index   Growth of $10,000    $9,253    $12,637    $13,503    $39,626
    Average annual total return    –7.47%    8.11%    6.19%    14.76%

The growth of $10,000 is cumulative.

 

Deutsche DWS Variable Series II —

DWS Small Mid Cap Growth VIP

  |   3


Table of Contents
Management Summary   December 31, 2018 (Unaudited)

For the 12-month period ended December 31, 2018, the Fund returned –13.59% (Class A shares, unadjusted for contract charges), compared with the –7.47% return of the Russell 2500 Growth Index.

During most of the past year, financial markets seemed to rise above trade uncertainty, Brexit concerns, Federal Reserve policy changes and increased volatility, as investors focused on steady economic expansion, earnings growth and the tailwind from federal tax reform. However, as the 12-month period progressed, tailwinds turned to headwinds for the U.S. small- and mid-cap markets. Oil prices peaked in early October before worries regarding a possible oversupply of crude oil as well as general “risk-off” sentiment pervaded the market in the fourth quarter. For the Russell 2500 Growth Index, only three sectors posted positive returns for the 12-month period as macroeconomic concerns and uncertainty over monetary and fiscal policy negatively impacted performance.

The portfolio’s underperformance derived in part from sector allocation, as an underweight in information technology and an overweight in energy detracted from returns. In addition, stock selection within information technology, energy and consumer staples weighed on performance. The top individual contributors to performance during the period were the health care provider Molina Healthcare, Inc. and the software company Five9, Inc. Molina effectively executed its cost-savings plan, which translated to better than expected profits. Five9 continued to gain market share as its contact center infrastructure migrates from on-premises to cloud-based. The largest individual detractors from performance were the industrial firm Rush Enterprises, Inc. and the construction materials company Eagle Materials, Inc. Shares of Rush Enterprises, a leading dealer of commercial vehicles, declined on concerns that the truck replacement cycle may be extended due to delivery delays. Eagle Materials, a diversified producer of basic building products, underperformed as the company faced weakness in U.S. housing data and adverse weather that negatively impacted sales.

We continue to position the Fund for sustained economic recovery and remain focused on our bottom-up stock selection process. We maintain a long-term perspective, investing in quality small- and mid-cap growth companies whose shares trade at attractive valuations, with strong management teams that align shareholders’ interests with their own.

Peter Barsa, Director

Michael A. Sesser, CFA, Director

Portfolio Managers

The views expressed reflect those of the portfolio management team only through the end of the period of the report as stated on the cover. The management team’s views are subject to change at any time based on market and other conditions and should not be construed as a recommendation. Past performance is no guarantee of future results. Current and future portfolio holdings are subject to risk.

Terms to Know

The Russell 2500TM Growth Index is an unmanaged index that measures the performance of the small- to midcap 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.

“Overweight” means that the Fund holds a higher weighting in a given sector or security than the benchmark. “Underweight” means that the Fund holds a lower weighting.

Contribution and detraction incorporate both a stock’s total return and its weighting in the Fund.

 

  4     |  

Deutsche DWS Variable Series II —

DWS Small Mid Cap Growth VIP


Table of Contents
Portfolio Summary   (Unaudited)

 

Asset Allocation (As a % of Investment Portfolio excluding Securities Lending Collateral)    12/31/18      12/31/17  
Common Stocks      93%        97%  
Cash Equivalents      6%        2%  
Convertible Preferred Stock      1%        1%  
       100%        100%  
Sector Diversification
(As a % of Investment Portfolio excluding Cash Equivalents and Securities Lending Collateral)
   12/31/18      12/31/17  
Health Care      25%        21%  
Information Technology      22%        23%  
Industrials      18%        19%  
Consumer Discretionary      16%        15%  
Financials      7%        6%  
Materials      4%        7%  
Real Estate      3%        3%  
Energy      2%        2%  
Consumer Staples      2%        3%  
Communication Services      1%        1%  
       100%        100%  

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 or Form N-PORT (available for filings after March 31, 2019). The Fund’s Form N-Q or Form N-PORT will be available on the SEC’s Web site at sec.gov. 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.

 

Deutsche DWS Variable Series II —

DWS Small Mid Cap Growth VIP

  |   5


Table of Contents
Investment Portfolio   December 31, 2018

 

    Shares     Value ($)  
Common Stocks 93.4%

 

Communication Services 1.1%

 

Entertainment

   

Cinemark Holdings, Inc.

    13,014       465,901  

Take-Two Interactive Software, Inc.*

    2,302       236,968  
   

 

 

 
      702,869  
Consumer Discretionary 15.2%

 

Auto Components 1.2%

   

Gentherm, Inc.*

    7,798       311,764  

Tenneco, Inc.

    16,869       462,042  
   

 

 

 
      773,806  

Diversified Consumer Services 2.4%

 

Bright Horizons Family Solutions, Inc.*

    9,008       1,003,941  

ServiceMaster Global Holdings, Inc.*

    13,978       513,552  
   

 

 

 
      1,517,493  

Hotels, Restaurants & Leisure 1.6%

 

Hilton Grand Vacations, Inc.*

    15,442       407,514  

Jack in the Box, Inc.

    8,357       648,754  
   

 

 

 
      1,056,268  

Household Durables 3.7%

 

Helen of Troy Ltd.*

    6,902       905,404  

iRobot Corp.* (a)

    13,414       1,123,289  

TopBuild Corp.*

    7,521       338,445  
   

 

 

 
      2,367,138  

Internet & Direct Marketing Retail 1.1%

 

GrubHub, Inc.*

    3,879       297,946  

Shutterfly, Inc.*

    10,991       442,498  
   

 

 

 
      740,444  

Leisure Products 0.4%

 

YETI Holdings, Inc.* (a)

    17,273       256,331  

Specialty Retail 4.0%

 

Burlington Stores, Inc.*

    7,180       1,167,971  

Camping World Holdings,
Inc. “A” (a)

    30,031       344,455  

Tailored Brands, Inc.

    26,951       367,612  

The Children’s Place, Inc.

    7,548       679,999  
   

 

 

 
      2,560,037  

Textiles, Apparel & Luxury Goods 0.8%

 

Carter’s, Inc.

    6,302       514,369  
Consumer Staples 1.8%

 

Food & Staples Retailing 1.1%

 

Casey’s General Stores, Inc.

    5,389       690,547  

Food Products 0.2%

 

SunOpta, Inc.*

    44,516       172,277  

Household Products 0.5%

 

Spectrum Brands Holdings, Inc.

    7,393       312,354  
Energy 2.1%

 

Energy Equipment & Services 1.3%

 

Dril-Quip, Inc.*

    16,509       495,765  

Oil States International, Inc.*

    23,188       331,125  
   

 

 

 
      826,890  
    Shares     Value ($)  

Oil, Gas & Consumable Fuels 0.8%

 

California Resources Corp.*

    22,013       375,102  

Contango Oil & Gas Co.*

    41,553       135,047  
   

 

 

 
      510,149  
Financials 6.3%

 

Banks 4.0%

 

Eagle Bancorp., Inc.*

    9,086       442,579  

FCB Financial Holdings, Inc. “A”*

    17,761       596,414  

Pinnacle Financial Partners, Inc.

    7,734       356,538  

South State Corp.

    8,497       509,395  

SVB Financial Group*

    3,490       662,821  
   

 

 

 
      2,567,747  

Capital Markets 1.3%

 

Lazard Ltd. “A”

    14,525       536,118  

Moelis & Co. “A”

    9,674       332,592  
   

 

 

 
      868,710  

Consumer Finance 1.0%

 

Green Dot Corp. “A”*

    7,735       615,087  
Health Care 22.5%

 

Biotechnology 7.9%

 

Acceleron Pharma, Inc.*

    4,129       179,818  

Alkermes PLC*

    11,391       336,148  

Amicus Therapeutics, Inc.*

    18,313       175,439  

Arena Pharmaceuticals, Inc.*

    7,580       295,241  

Bluebird Bio, Inc.*

    2,454       243,437  

Emergent BioSolutions, Inc.*

    12,303       729,322  

Heron Therapeutics, Inc.*

    26,667       691,742  

Ligand Pharmaceuticals, Inc.*

    4,929       668,865  

Neurocrine Biosciences, Inc.*

    10,796       770,942  

Retrophin, Inc.*

    44,541       1,007,963  
   

 

 

 
      5,098,917  

Health Care Equipment & Supplies 4.0%

 

Cardiovascular Systems, Inc.*

    23,977       683,105  

Globus Medical, Inc. “A”*

    8,079       349,659  

iRhythm Technologies, Inc.*

    2,213       153,759  

Masimo Corp.*

    5,350       574,430  

Merit Medical Systems, Inc.*

    6,389       356,570  

Natus Medical, Inc.*

    13,683       465,632  
   

 

 

 
      2,583,155  

Health Care Providers & Services 8.0%

 

AMN Healthcare Services, Inc.*

    16,063       910,130  

BioScrip, Inc.*

    257,972       920,960  

Molina Healthcare, Inc.*

    12,438       1,445,544  

Providence Service Corp.*

    14,969       898,439  

RadNet, Inc.*

    58,745       597,437  

Tivity Health, Inc.*

    14,185       351,930  
   

 

 

 
      5,124,440  

Health Care Technology 1.6%

 

athenahealth, Inc.*

    2,411       318,083  

HMS Holdings Corp.*

    26,025       732,083  
   

 

 

 
      1,050,166  

Pharmaceuticals 1.0%

 

Assertio Therapeutics, Inc.*

    12,006       43,342  

Avadel Pharmaceuticals PLC (ADR)*

    24,612       63,499  
 

 

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

 

  6     |  

Deutsche DWS Variable Series II —

DWS Small Mid Cap Growth VIP


Table of Contents
    Shares     Value ($)  

Pacira Pharmaceuticals, Inc.*

    12,502       537,836  
   

 

 

 
      644,677  
Industrials 17.5%

 

Aerospace & Defense 1.0%

 

HEICO Corp.

    8,035       622,552  

Building Products 3.2%

 

A.O. Smith Corp.

    16,215       692,380  

Allegion PLC

    11,168       890,201  

Fortune Brands Home & Security, Inc.

    12,443       472,710  
   

 

 

 
      2,055,291  

Commercial Services & Supplies 3.3%

 

Advanced Disposal Services, Inc.*

    39,685       950,059  

MSA Safety, Inc.

    3,811       359,263  

The Brink’s Co.

    13,160       850,794  
   

 

 

 
      2,160,116  

Construction & Engineering 0.7%

 

MasTec, Inc.* (a)

    10,594       429,693  

Electrical Equipment 1.3%

 

Thermon Group Holdings, Inc.*

    41,624       844,135  

Machinery 2.8%

 

Chart Industries, Inc.*

    9,241       600,942  

Hillenbrand, Inc.

    11,100       421,023  

IDEX Corp.

    2,649       334,463  

Kennametal, Inc.

    14,028       466,852  
   

 

 

 
      1,823,280  

Professional Services 1.5%

 

Kforce, Inc.

    23,789       735,556  

Mistras Group, Inc.*

    15,322       220,330  
   

 

 

 
      955,886  

Trading Companies & Distributors 3.7%

 

H&E Equipment Services, Inc.

    28,818       588,464  

Rush Enterprises, Inc. “A”

    35,301       1,217,178  

Titan Machinery, Inc.*

    42,049       552,944  
   

 

 

 
      2,358,586  
Information Technology 20.7%

 

Communications Equipment 0.7%

 

Lumentum Holdings, Inc.*

    10,532       442,449  

Electronic Equipment, Instruments & Components 1.5%

 

Anixter International, Inc.*

    7,752       421,011  

Cognex Corp.

    8,337       322,392  

IPG Photonics Corp.*

    1,994       225,900  
   

 

 

 
      969,303  

IT Services 4.5%

 

Broadridge Financial Solutions, Inc.

    11,030       1,061,638  

MAXIMUS, Inc.

    9,060       589,715  

WEX, Inc.*

    4,517       632,651  

WNS Holdings Ltd. (ADR)*

    15,577       642,707  
   

 

 

 
      2,926,711  

Semiconductors & Semiconductor Equipment 3.4%

 

Advanced Energy Industries, Inc.*

    13,373       574,103  

Advanced Micro Devices, Inc.*

    22,933       423,343  

Cabot Microelectronics Corp.

    3,315       316,085  

Cypress Semiconductor Corp.

    35,012       445,353  

Entegris, Inc.

    14,392       401,465  
   

 

 

 
      2,160,349  
    Shares     Value ($)  

Software 10.6%

   

2U, Inc.*

    4,424       219,961  

Aspen Technology, Inc.*

    12,688       1,042,700  

Cision Ltd.*

    52,770       617,409  

Envestnet, Inc.*

    10,432       513,150  

Five9, Inc.*

    20,949       915,890  

Proofpoint, Inc.*

    8,009       671,235  

QAD, Inc. “A”

    16,918       665,385  

Tyler Technologies, Inc.*

    6,582       1,223,067  

Varonis Systems, Inc.*

    17,800       941,620  
   

 

 

 
      6,810,417  
Materials 3.6%    

Chemicals 0.9%

   

Trinseo SA

    12,784       585,251  

Construction Materials 0.9%

   

Eagle Materials, Inc.

    10,034       612,375  

Containers & Packaging 0.6%

   

Berry Global Group, Inc.*

    8,183       388,938  

Metals & Mining 1.2%

   

Cleveland-Cliffs, Inc.*

    71,240       547,836  

First Quantum Minerals Ltd.

    26,721       216,085  
   

 

 

 
      763,921  
Real Estate 2.6%    

Equity Real Estate Investment Trusts (REITs)

 

Americold Realty Trust

    9,400       240,076  

National Storage Affiliates Trust

    24,731       654,382  

SBA Communications Corp. *

    2,141       346,607  

Urban Edge Properties

    27,384       455,122  
   

 

 

 
              1,696,187  

Total Common Stocks (Cost $51,485,155)

 

    60,159,311  
Convertible Preferred Stock 0.7%

 

Health Care

 

Providence Service Corp., 5.5% (b)
(Cost $283,300)

    2,833       426,371  
Securities Lending Collateral 3.2%

 

DWS Government & Agency Securities Portfolio “DWS Government Cash Institutional Shares”, 2.29% (c) (d)
(Cost $2,032,950)

    2,032,950       2,032,950  
Cash Equivalents 6.0%    

DWS Central Cash Management Government Fund, 2.41% (c) (Cost $3,874,651)

    3,874,651       3,874,651  
    % of Net
Assets
    Value ($)  

Total Investment Portfolio
(Cost $57,676,056)

    103.3       66,493,283  
Other Assets and Liabilities, Net     (3.3 )      (2,119,166
Net Assets     100.0       64,374,117  
 

 

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

 

Deutsche DWS Variable Series II —

DWS Small Mid Cap Growth VIP

  |   7


Table of Contents

A summary of the Fund’s transactions with affiliated investments during the year ended December 31, 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
Distribu-
tions ($)
    Number of
Shares at
12/31/2018
    Value ($)
at
12/31/2018
 

Securities Lending Collateral 3.2%

 

DWS Government & Agency Securities Portfolio “DWS Government Cash Institutional Shares”, 2.29% (c) (d)

 

3,961,099           1,928,149  (e)                  49,053             2,032,950       2,032,950  

Cash Equivalents 6.0%

 

DWS Central Cash Management Government Fund, 2.41% (c)

 

1,762,858     16,441,823       14,330,030                   50,358             3,874,651       3,874,651  
5,723,957     16,441,823       16,258,179                   99,411             5,907,601       5,907,601  

 

*

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 December 31, 2018 amounted to $1,994,879, which is 3.1% 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.

 

(e)

Represents the net increase (purchase cost) or decrease (sales proceeds) in the amount invested for the year ended December 31, 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 December 31, 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 (f)   $     60,159,311     $                     —     $                     —      $     60,159,311  
Convertible Preferred Stock                 426,371        426,371  
Short-Term Investments (f)     5,907,601                    5,907,601  
Total   $ 66,066,912     $     $ 426,371      $ 66,493,283  

 

(f)

See Investment Portfolio for additional detailed categorizations.

 

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

 

  8     |  

Deutsche DWS Variable Series II —

DWS Small Mid Cap Growth VIP


Table of Contents

Statement of Assets and Liabilities

 

as of December 31, 2018        
Assets        

Investments in non-affiliated securities, at value (cost $51,768,455) — including $1,994,879 of securities loaned

  $ 60,585,682  

Investment in DWS Government & Agency Securities Portfolio (cost $2,032,950)*

    2,032,950  

Investment in DWS Central Cash Management Government Fund (cost $3,874,651)

    3,874,651  

Cash

    10,000  

Foreign currency, at value (cost $82)

    78  

Receivable for Fund shares sold

    3,288  

Dividends receivable

    14,511  

Interest receivable

    14,812  

Other assets

    1,784  

Total assets

    66,537,756  
Liabilities        

Payable upon return of securities loaned

    2,032,950  

Payable for Fund shares redeemed

    9,536  

Accrued management fee

    25,398  

Accrued Trustees’ fees

    1,522  

Other accrued expenses and payables

    94,233  

Total liabilities

    2,163,639  

Net assets, at value

  $ 64,374,117  
Net Assets Consist of        

Distributable earnings (loss)

    17,238,373  

Paid-in capital

    47,135,744  

Net assets, at value

  $ 64,374,117  
Net Asset Value        

Net Asset Value, offering and redemption price per share ($64,374,117 ÷ 5,077,014 outstanding shares of beneficial interest, no par value,

unlimited number of shares authorized)

  $ 12.68  

 

*

Represents collateral on securities loaned.

     Statement of Operations

 

for the year ended December 31, 2018

 

Investment Income        
Income:  

Dividends (net of foreign taxes withheld of $31)

  $ 481,654  

Income distributions — DWS Central Cash Management Government Fund

    50,358  

Securities lending income, net of borrower rebates

    49,053  

Total income

    581,065  
Expenses:  

Management fee

    431,200  

Administration fee

    78,400  

Services to Shareholders

    844  

Custodian fee

    6,777  

Professional fees

    78,022  

Reports to shareholders

    28,214  

Trustees’ fees and expenses

    5,259  

Other

    7,389  

Total expenses before expense reductions

    636,105  

Expense reductions

    (6,672

Total expenses after expense reductions

    629,433  

Net investment income (loss)

    (48,368

Realized and Unrealized Gain (Loss)

       

Net realized gain (loss) from:

 
Investments     8,988,112  

Foreign currency

    1,291  
      8,989,403  

Change in net unrealized appreciation (depreciation) on:

 

Investments

    (19,054,036
Foreign currency     (4
      (19,054,040
Net gain (loss)     (10,064,637
Net increase (decrease) in net assets resulting from operations   $ (10,113,005
 

 

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

 

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Statements of Changes in Net Assets

 

    Years Ended December 31,  
Increase (Decrease) in Net Assets  

2018

   

2017

 

Operations:

   

Net investment income (loss)

  $ (48,368   $ (87,390

Net realized gain (loss)

    8,989,403       25,564,282  

Change in net unrealized appreciation (depreciation)

    (19,054,040     (2,783,953

Net increase (decrease) in net assets resulting from operations

    (10,113,005     22,692,939  

Distributions to shareholders:

   

Class A

    (25,334,744     (6,576,947 )* 

Fund share transactions:

   

Class A

   

Proceeds from shares sold

    6,446,792       3,919,157  

Reinvestment of distributions

    25,334,744       6,576,947  

Payments for shares redeemed

    (9,303,196     (67,645,663

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

    22,478,340       (57,149,559

Increase (decrease) in net assets

    (12,969,409 )      (41,033,567 ) 

Net assets at beginning of period

    77,343,526       118,377,093  

Net assets at end of period

  $ 64,374,117     $ 77,343,526 ** 

Other Information

               

Class A

   

Shares outstanding at beginning of period

    3,525,232       6,244,931  

Shares sold

    381,309       194,850  

Shares issued to shareholders in reinvestment of distributions

    1,711,807       336,589  

Shares redeemed

    (541,334     (3,251,138

Net increase (decrease) in Class A shares

    1,551,782       (2,719,699

Shares outstanding at end of period

    5,077,014       3,525,232  

 

*

Includes distributions from net investment income of $124,128 and distributions from net realized gains of $6,452,819.

 

**

Includes undistributed net investment income of $0.

 

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

 

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Financial Highlights

 

   

Years Ended December 31,

 
Class A  

2018

    2017     2016     2015     2014  
Selected Per Share Data                                        
Net asset value, beginning of period   $ 21.94     $ 18.96     $ 20.90     $ 22.83     $ 21.59  
Income (loss) from investment operations:          

Net investment income (loss)a

    (.01     (.02     .02       (.04     (.02

Net realized and unrealized gain (loss)

    (1.92     4.08       1.64       (.00     1.26  

Total from investment operations

    (1.93     4.06       1.66       (.04     1.24  
Less distributions from:          

Net investment income

          (.02                  

Net realized gains

    (7.33     (1.06     (3.60     (1.89      

Total distributions

    (7.33     (1.08     (3.60     (1.89      
Net asset value, end of period   $ 12.68     $ 21.94     $ 18.96     $ 20.90     $ 22.83  
Total Return (%)     (13.59 )b      22.12       9.08       (.90     5.74  
Ratios to Average Net Assets and Supplemental Data                                        
Net assets, end of period ($ millions)     64       77       118       135       172  
Ratio of expenses before expense reductions (%)c     .81       .75       .75       .72       .73  
Ratio of expenses after expense reductions (%)c     .80       .75       .75       .72       .73  
Ratio of net investment income (loss) (%)     (.06     (.08     .11       (.19     (.11
Portfolio turnover rate (%)     32       32       28       42       44  

 

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.

 

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

 

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DWS Small Mid Cap Growth VIP

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Notes to Financial Statements  

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.

In October 2018, the Securities and Exchange Commission adopted amendments to certain disclosure requirements in Securities Act Release No. 33-10532, Disclosure Update and Simplification, which is intended to facilitate the disclosure of information to investors and simplify compliance without significantly altering the total mix of information provided to investors. Effective with the current reporting period, the Fund adopted the amendments with the impacts being that the Fund is no longer required to present components of distributable earnings on the Statement of Assets and Liabilities or the sources of distributable earnings and the amount of undistributed net investment income on the Statements of Changes in Net Assets.

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 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.

 

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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 year ended December 31, 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 December 31, 2018, the Fund invested the cash collateral in DWS Government & Agency Securities Portfolio. DWS Investment Management Americas, Inc. receives a management/administration fee (0.12% annualized effective rate as of December 31, 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 December 31, 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.

The Fund has reviewed the tax positions for the open tax years as of December 31, 2018 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.

At December 31, 2018, the Fund’s components of distributable earnings on a tax basis were as follows:

 

Undistributed long-term capital gains   $ 8,742,232  
Net unrealized appreciation (depreciation) on investments   $ 8,496,145  

 

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At December 31, 2018, the aggregate cost of investments for federal income tax purposes was $57,997,138. The net unrealized appreciation for all investments based on tax cost was $8,496,145. This consisted of aggregate gross unrealized appreciation for all investments in which there was an excess of value over tax cost of $15,613,579 aggregate gross unrealized depreciation for all investments in which was an excess of tax cost over value of $7,117,434.

In addition, the tax character of distributions paid by the Fund is summarized as follows:

 

    Years Ended December 31,  
     2018     2017  
Distributions from ordinary income*   $ 1,616,576     $ 124,128  
Distributions from long-term capital gains   $ 23,718,168     $ 6,452,819  

 

*

For tax purposes, short-term capital gain distributions are considered ordinary income distributions.

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 year ended December 31, 2018, purchases and sales of investment transactions (excluding short-term investments) aggregated $23,655,787 and $27,697,820, 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 year ended December 31, 2018, the fee pursuant to the Investment Management Agreement was equivalent to an annual 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 had 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%.

Effective October 1, 2018 through September 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 A at 0.81%.

 

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For the year ended December 31, 2018, fees waived and/or expenses reimbursed were $6,672.

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 year ended December 31, 2018, the Administration Fee was $78,400, of which $5,724 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 year ended December 31, 2018, the amounts charged to the Fund by DSC aggregated $392, of which $64 is unpaid.

Typesetting and Filing Service Fees. Under an agreement with the Fund, DIMA is compensated for providing certain pre-press and regulatory filing services to the Fund. For the year ended December 31, 2018, the amount charged to the Fund by DIMA included in the Statement of Operations under “Reports to shareholders” aggregated $9,232, of which $6,057 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 to each committee Chairperson.

Affiliated Cash Management Vehicles. The Fund may invest uninvested cash balances in DWS Central Cash Management Government Fund and DWS ESG Liquidity 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 ESG Liquidity 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 ESG Liquidity 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 ESG Liquidity Fund.

Securities Lending Agent Fees. Deutsche Bank AG serves as securities lending agent for the Fund. For the year ended December 31, 2018, the Fund incurred securities lending agent fees to Deutsche Bank AG in the amount of $3,692.

D. Ownership of the Fund

At December 31, 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 December 31, 2018.

 

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DWS Small Mid Cap Growth VIP

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Report of Independent Registered Public Accounting Firm

To the Board of Trustees of Deutsche DWS Variable Series II and Shareholders of DWS Small Mid Cap Growth VIP:

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of DWS Small Mid Cap Growth VIP (formerly Deutsche Small Mid Cap Growth VIP) (the “Fund”) (one of the funds constituting Deutsche DWS Variable Series II (formerly Deutsche Variable Series II)) (the “Trust”), including the investment portfolio, as of December 31, 2018, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting Deutsche DWS Variable Series II) at December 31, 2018, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust’s internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2018, by correspondence with the custodian and brokers. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

LOGO

We have served as the auditor of one or more investment companies in the DWS family of funds since at least 1979, but we are unable to determine the specific year.

Boston, Massachusetts

February 14, 2019

 

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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 (July 1, 2018 to December 31, 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 December 31, 2018       
Actual Fund Return   Class A  
Beginning Account Value 7/1/18   $ 1,000.00  
Ending Account Value 12/31/18   $ 816.50  
Expenses Paid per $1,000*   $ 3.66  
Hypothetical 5% Fund Return   Class A  
Beginning Account Value 7/1/18   $ 1,000.00  
Ending Account Value 12/31/18   $ 1,021.17  
Expenses Paid per $1,000*   $ 4.08  

 

*

Expenses are equal to the Fund’s annualized expense ratio, multiplied by the average account value over the period, multiplied by 184 (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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  |   17


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Tax Information   (Unaudited)

The Fund paid distributions of $6.86 per share from net long-term capital gains during its year ended December 31, 2018.

Pursuant to Section 852 of the Internal Revenue Code, the Fund designates $9,660,000 as capital gain dividends for its year ended December 31, 2018.

For corporate shareholders, 26% of the ordinary dividends (i.e., income dividends plus short-term capital gains) paid during the Fund’s fiscal year ended December 31, 2018, qualified for the dividends received deduction.

Please consult a tax advisor if you have questions about federal or state income tax laws, or on how to prepare your tax returns. If you have specific questions about your account, please contact your insurance provider.

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 DWS Small Mid Cap Growth VIP’s (the “Fund”) investment management agreement (the “Agreement”) with DWS Investment Management Americas, Inc. (“DIMA”) in September 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. DIMA is part of DWS Group GmbH & Co. KGaA (“DWS Group”). DWS Group 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. In 2018, approximately 20% of DWS Group’s shares were sold in an initial public offering, with Deutsche Bank AG owning the remaining shares.

As part of the contract review process, the Board carefully considered the fees and expenses of each DWS 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, 2017, the Fund’s performance (Class A shares) was in the 3rd quartile, 3rd 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, 2017. 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 noted changes in the portfolio management team, effective April 19, 2018. The Board recognized the efforts by DIMA in recent years to enhance its investment platform and improve long-term performance across the DWS 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, 2017). 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, 2017, 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 DWS U.S. registered funds (“DWS Funds”), noting that DIMA indicated that it does not provide services to any comparable DWS 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 (“DWS Europe Funds”) managed by DWS Group. The Board noted that DIMA indicated that DWS Group does not manage any institutional accounts or DWS 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 DWS 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 DWS 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 or “fall-out” 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

 

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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 DWS 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 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 and (ii) the substantial commitment of resources by DIMA and its affiliates to compliance matters, including the retention of compliance personnel.

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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Board Members and Officers

The following table presents certain information regarding the Board Members and Officers of the Fund. Each Board Member’s year of birth is set forth in parentheses after his or her name. Unless otherwise noted, (i) each Board Member has engaged in the principal occupation(s) noted in the table for at least the most recent five years, although not necessarily in the same capacity; and (ii) the address of each Independent Board Member is c/o Keith R. Fox, DWS Funds Board Chair, c/o Thomas R. Hiller, Ropes & Gray LLP, Prudential Tower, 800 Boylston Street, Boston, MA 02199-3600. Except as otherwise noted below, the term of office for each Board Member is until the election and qualification of a successor, or until such Board Member sooner dies, resigns, is removed or as otherwise provided in the governing documents of the Fund. Because the Fund does not hold an annual meeting of shareholders, each Board Member will hold office for an indeterminate period. The Board Members may also serve in similar capacities with other funds in the fund complex.

 

Independent Board Members            
Name, Year of Birth,
Position with the Fund and
Length of Time Served1
  Business Experience and Directorships During the Past Five Years   Number of
Funds in
DWS Fund
Complex
Overseen
    Other
Directorships
Held by Board
Member

Keith R. Fox, CFA (1954)

 

Chairperson since 2017, and Board Member since 1996

  Managing General Partner, Exeter Capital Partners (a series of private investment funds) (since 1986). Directorships: Progressive International Corporation (kitchen goods importer and distributor); The Kennel Shop (retailer); former Chairman, National Association of Small Business Investment Companies; former Directorships: BoxTop Media Inc. (advertising); Sun Capital Advisers Trust (mutual funds) (2011–2012)     82    

John W. Ballantine (1946)

 

Board Member since 1999

 

Retired; formerly, Executive Vice President and Chief Risk Management Officer, First Chicago NBD Corporation/The First National Bank of Chicago (1996–1998); Executive Vice President and Head of International Banking (1995–1996); former Directorships: Director and former Chairman of the Board, Healthways, Inc.2 (population well-being and wellness services) (2003–2014); Stockwell Capital Investments PLC (private equity); Enron Corporation; FNB Corporation; Tokheim Corporation; First Oak Brook Bancshares, Inc. and Oak Brook Bank; Prisma Energy International; Public Radio International. Not-for-Profit Director, Trustee: Palm Beach Civic Association; Window to the World Communications (public media); Harris Theater for Music and Dance (Chicago); Life Director of Hubbard Street Dance Chicago

    82     Portland
General
Electric2
(utility
company)
(2003–
present)

Henry P. Becton, Jr. (1943)

 

Board Member since 1990

 

Vice Chair and former President, WGBH Educational Foundation. Directorships: Public Radio International; Public Radio Exchange (PRX); The Pew Charitable Trusts (charitable organization); Massachusetts Humane Society; Overseer of the New England Conservatory; former Directorships: Becton Dickinson and Company2 (medical technology company); Belo Corporation2 (media company); The PBS Foundation; Association of Public Television Stations; Boston Museum of Science; American Public Television; Concord Academy; New England Aquarium; Mass. Corporation for Educational Telecommunications; Committee for Economic Development; Public Broadcasting Service; Connecticut College; North Bennett Street School (Boston); American Documentary, Inc. (public media)

    82    

Dawn-Marie Driscoll (1946)

 

Board Member since 1987

  Emeritus Executive Fellow, Center for Business Ethics, Bentley University; formerly: President, Driscoll Associates (consulting firm); Partner, Palmer & Dodge (law firm) (1988–1990); Vice President of Corporate Affairs and General Counsel, Filene’s (retail) (1978–1988). Directorships: Advisory Board, Center for Business Ethics, Bentley University; Trustee and former Chairman of the Board, Southwest Florida Community Foundation (charitable organization); former Directorships: ICI Mutual Insurance Company (2007–2015); Sun Capital Advisers Trust (mutual funds) (2007–2012), Investment Company Institute (audit, executive, nominating committees) and Independent Directors Council (governance, executive committees)     82    

Paul K. Freeman* (1950)

 

Board Member since 1993

  Consultant, World Bank/Inter-American Development Bank; Independent Directors Council (former chair); Investment Company Institute (executive committee); Adjunct Professor, University of Denver Law School (2017–present); formerly: Chairman of Education Committee of Independent Directors Council; Project Leader, International Institute for Applied Systems Analysis (1998–2001); Chief Executive Officer, The Eric Group, Inc. (environmental insurance) (1986–1998); Directorships: Knoebel Institute for Healthy Aging, University of Denver (2017–present); former Directorships: Prisma Energy International; Denver Zoo Foundation (2012–2018)     82    

 

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Name, Year of Birth,
Position with the Fund and
Length of Time Served1
  Business Experience and Directorships During the Past Five Years   Number of
Funds in
DWS Fund
Complex
Overseen
    Other
Directorships
Held by Board
Member

Richard J. Herring (1946)

 

Board Member since 1990

 

Jacob Safra Professor of International Banking and Professor of Finance, The Wharton School, University of Pennsylvania (since July 1972); Director, The Wharton Financial Institutions Center (since 1994); formerly: Vice Dean and Director, Wharton Undergraduate Division (1995–2000) and Director, The Lauder Institute of International Management Studies (2000–2006); Member FDIC Systemic Risk Advisory Committee since 2011, member Systemic Risk Council since 2012 and member of the Advisory Board at the Yale Program on Financial Stability since 2013; Formerly Co-Chair of the Shadow Financial Regulatory Committee (2003–2015), Executive Director of The Financial Economists Roundtable (2008–2015), Director of The Thai Capital Fund (2007–2013), Director of The Aberdeen Singapore Fund (2007–2018), and Nonexecutive Director of Barclays Bank DE (2010–2018)

    82     Director,
Aberdeen
Japan Fund
(since 2007)

William McClayton (1944)

 

Board Member since 2004

  Private equity investor (since October 2009); previously, Managing Director, Diamond Management & Technology Consultants, Inc. (global consulting firm) (2001–2009); Directorship: Board of Managers, YMCA of Metropolitan Chicago; formerly: Senior Partner, Arthur Andersen LLP (accounting) (1966–2001); Trustee, Ravinia Festival     82    

Rebecca W. Rimel (1951)

 

Board Member since 1995

  President, Chief Executive Officer and Director, The Pew Charitable Trusts (charitable organization) (1994–present); formerly: Executive Vice President, The Glenmede Trust Company (investment trust and wealth management) (1983–2004); Board Member, Investor Education (charitable organization) (2004–2005); Trustee, Executive Committee, Philadelphia Chamber of Commerce (2001–2007); Director, Viasys Health Care2 (January 2007–June 2007); Trustee, Thomas Jefferson Foundation (charitable organization) (1994–2012)     82     Director,
Becton
Dickinson
and
Company2
(medical
technology
company)
(2012–
present);
Director,
BioTelemetry
Inc.2 (health
care) (2009–
present)

William N. Searcy, Jr. (1946)

 

Board Member since 1993

  Private investor since October 2003; formerly: Pension & Savings Trust Officer, Sprint Corporation2 (telecommunications) (November 1989–September 2003); Trustee, Sun Capital Advisers Trust (mutual funds) (1998–2012)     82    

Jean Gleason Stromberg (1943)

 

Board Member since 1997

  Retired. Formerly, Consultant (1997–2001); Director, Financial Markets U.S. Government Accountability Office (1996–1997); Partner, Norton Rose Fulbright, L.L.P. (law firm) (1978–1996); former Directorships: The William and Flora Hewlett Foundation (charitable organization) (2000–2015); Service Source, Inc. (nonprofit), Mutual Fund Directors Forum (2002–2004), American Bar Retirement Association (funding vehicle for retirement plans) (1987–1990 and 1994–1996)     82    

 

Officers4     

Name, Year of Birth,

Position with the Fund and

Length of Time Served5

  Business Experience and Directorships During the Past Five Years

Hepsen Uzcan6 (1974)

 

President and Chief Executive Officer, 2017–present

 

Assistant Secretary, 2013–present

  Managing Director,3 DWS; Secretary, DWS USA Corporation (since March 2018); Assistant Secretary, DWS Distributors, Inc. (since June 25, 2018); Director and Vice President, DWS Service Company (since June 25, 2018); Assistant Secretary, DWS Investment Management Americas, Inc. (since June 25, 2018); and Director and President, DB Investment Managers, Inc. (since June 25, 2018); formerly: Vice President for the Deutsche funds (2016–2017)

John Millette8 (1962)

 

Vice President and Secretary, 1999–present

  Director,3 DWS; Chief Legal Officer, DWS Investment Management Americas, Inc. (2015–present); and Director and Vice President, DWS Trust Company (2016–present); formerly: Secretary, Deutsche Investment Management Americas Inc. (2015–2017)

Diane Kenneally8,9 (1966)

 

Treasurer and Chief Financial Officer since 2018

  Director,3 DWS; formerly: Assistant Treasurer for the DWS funds (2007–2018)

Caroline Pearson8 (1962)

 

Chief Legal Officer, 2010–present

  Managing Director,3 DWS; formerly: Secretary, Deutsche AM Distributors, Inc. (2002–2017); and Secretary, Deutsche AM Service Company (2010–2017)

Scott D. Hogan8 (1970)

 

Chief Compliance Officer, 2016–present

  Director,3 DWS

 

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Name, Year of Birth,

Position with the Fund and

Length of Time Served5

  Business Experience and Directorships During the Past Five Years

Wayne Salit7 (1967)

 

Anti-Money Laundering Compliance Officer, 2014–present

  Director,3 Deutsche Bank; and AML Officer, DWS Trust Company; formerly: Managing Director, AML Compliance Officer at BNY Mellon (2011–2014); and Director, AML Compliance Officer at Deutsche Bank (2004–2011)

Sheila Cadogan8 (1966)

 

Assistant Treasurer, 2017–present

  Director,3 DWS; Director and Vice President, DWS Trust Company (since 2018)

Paul Antosca8 (1957)

 

Assistant Treasurer, 2007–present

  Director,3 DWS

 

1 

The length of time served represents the year in which the Board Member joined the board of one or more DWS funds currently overseen by the Board.

 

2 

A publicly held company with securities registered pursuant to Section 12 of the Securities Exchange Act of 1934.

 

3 

Executive title, not a board directorship.

 

4 

As a result of their respective positions held with the Advisor or its affiliates, these individuals are considered “interested persons” of the Advisor within the meaning of the 1940 Act. Interested persons receive no compensation from the Fund.

 

5 

The length of time served represents the year in which the officer was first elected in such capacity for one or more DWS funds.

 

6 

Address: 345 Park Avenue, New York, NY 10154.

 

7 

Address: 60 Wall Street, New York, NY 10005.

 

8 

Address: One International Place, Boston, MA 02110.

 

9 

Appointed Treasurer and Chief Financial Officer effective July 2, 2018.

 

*

Paul K. Freeman retired from the Board effective December 31, 2018.

The Fund’s Statement of Additional Information (“SAI”) includes additional information about the Board Members. The SAI is available, without charge, upon request. If you would like to request a copy of the SAI, you may do so by calling the following toll-free number: (800) 728-3337.

 

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Notes


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Notes


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Notes


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LOGO  

VS2SMCG-2 (R-025835-8 2/19)

 


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December 31, 2018

Annual Report

Deutsche DWS Variable Series II

(formerly Deutsche Variable Series II)

 

 

DWS Small Mid Cap Value VIP

(formerly Deutsche Small Mid Cap Value VIP)

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, you may not be receiving paper copies of the Fund’s shareholder reports from the insurance company that offers your contract unless you specifically request paper copies from your insurance company or from your financial intermediary. Instead, the shareholder reports will be made available on a Web site, and your insurance company will notify you by mail each time a report is posted and provide you with a Web site link to access the report. Instructions for requesting paper copies will be provided by your insurance company.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from your insurance company electronically by following the instructions provided by your insurance company.

You may elect to receive all future reports in paper free of charge from your insurance company. If your insurance company informs you that future reports will be delivered via Web access, you can inform your insurance company that you wish to continue receiving paper copies of your shareholder reports by following the instructions provided by your insurance company.

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Table of Contents

Contents

 

  3      Performance Summary
  4      Management Summary
  6      Portfolio Summary
  7      Investment Portfolio
  9      Statement of Assets and Liabilities
  9      Statement of Operations
  10      Statements of Changes in Net Assets
  11      Financial Highlights
  12      Notes to Financial Statements
  17      Report of Independent Registered Public Accounting Firm
  18      Information About Your Fund’s Expenses
  19      Tax Information
  19      Proxy Voting
  20      Advisory Agreement Board Considerations and Fee Evaluation
  23      Board Members and Officers

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   December 31, 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 2500 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    1-Year    3-Year    5-Year    10-Year
Class A   Growth of $10,000    $8,399    $10,850    $11,231    $25,905
    Average annual total return    –16.01%    2.76%    2.35%    9.99%
Russell 2500 Value Index   Growth of $10,000    $8,764    $12,110    $12,259    $30,008
    Average annual total return    –12.36%    6.59%    4.16%    11.62%
DWS Small Mid Cap Value VIP    1-Year    3-Year    5-Year    10-Year
Class B   Growth of $10,000    $8,368    $10,733    $11,030    $25,022
    Average annual total return    –16.32%    2.39%    1.98%    9.61%
Russell 2500 Value Index   Growth of $10,000    $8,764    $12,110    $12,259    $30,008
    Average annual total return    –12.36%    6.59%    4.16%    11.62%

The growth of $10,000 is cumulative.

 

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Management Summary   December 31, 2018 (Unaudited)

Class A shares of DWS Small Mid Cap Value VIP returned –16.01% in 2018 (unadjusted for contract charges) and underperformed the –12.36% return of the Russell 2500TM Value Index. Mid- and small-cap stocks lagged their large-cap peers during the period, while the value style finished well behind growth. Nearly all of the negative return for the index occurred in the fourth calendar quarter, when it declined 11.05%.

The Fund’s general investment approach was a key reason for its shortfall. Our style was out of step with the market through the first nine months of the period, during which higher-beta and momentum-driven stocks outpaced those with lower price-to-earnings (P/E) ratios and higher returns on equity. This trend was visible not just across the market as a whole, but also within the value benchmark. At a time of rising short-term interest rates and heightened headline risk surrounding trade policy, investors appeared to gravitate to faster growers and stronger recent performers regardless of their valuations. These circumstances created a headwind for the Fund due to our emphasis on value and fundamentals. In addition to only buying stocks that we believe are attractively valued, we are also very disciplined in selling those that have reached our price targets. We therefore do not typically gain the full benefit of momentum-oriented markets. Nevertheless, we think that investing in growing, fundamentally sound companies when the shares are cheap and selling them when they’re expensive continues to be a prudent path to long-term performance. This aspect of our approach indeed began to be reflected in results in the fourth calendar quarter once the market weakened and momentum stocks started to lose steam.

The Fund’s sector allocations, which are largely a function of our bottom-up stock selection process, also played a role in the underperformance. We were hurt by having underweights in the real estate, utilities, and communications services sectors. We have been steadily working to reduce the extent of the Fund’s underweights in real estate and utilities in order to minimize the effect of allocation on Fund returns, but the gradual nature of the process meant that our weightings in these areas were still well below those of the index.

Stock selection was also a net detractor. Our holdings trailed the corresponding benchmark components in the financial, energy, and materials sectors, offsetting a stronger showing in the health care, information technology, and consumer staples. Among individual stocks, the consumer products company Helen of Troy Ltd. was the top contributor to Fund performance. The company has built its business over time through accretive acquisitions of faster-growing, smaller players, and this strategy has begun to feed through to its results. Encompass Health Corp., a provider of inpatient and home-based rehabilitation services that rallied after raising its guidance for earnings and cash flows twice in 2018, was another key contributor. Winnebago Industries, Inc. was the largest detractor. The company exceeded earnings estimates in each of its four fiscal quarters, but the stock fell due to weak sentiment surrounding the recreational vehicle industry.

Although the Fund underperformed in the past 12 months, we believe it’s essential to stick to our disciplined, bottom-up strategy. There are always times when lower-quality and richly valued stocks outperform the overall market, and the 2017–2018 rally in this group proved especially persistent. Still, we don’t see an advantage of chasing performance in the lower-quality end of the small-cap universe given that such companies tend to underperform over longer-term intervals.

This emphasis on quality and value was reflected in our portfolio activity, which focused on making moves at a stock-by-stock level rather than executing broad-based changes. Specifically, we continued to rotate gradually out of strong performers that reached our price targets and redeploy the proceeds into stocks whose lower valuations may indicate greater upside potential. We believe this patient approach, instead of one that seeks to capture momentum, is a prudent long-term strategy.

Richard Hanlon, CFA, Director

Portfolio Manager

The views expressed reflect those of the portfolio management team only through the end of the period of the report as stated on the cover. The management team’s views are subject to change at any time based on market and other conditions and should not be construed as a recommendation. Past performance is no guarantee of future results. Current and future portfolio holdings are subject to risk.

 

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Deutsche DWS Variable Series II —

DWS Small Mid Cap Value VIP


Table of Contents

Terms to Know

The Russell 2500 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 fees or expenses and it is not possible to invest directly into an index.

Beta measures a security’s sensitivity to the movements of the Fund’s benchmark or the market as a whole.

Momentum investing is the practice of investing in the market’s top performing stocks in order to capture additional upward movements in their prices.

Price-to-earnings (P/E) ratio compares share price to per-share earnings.

Overweight means the Fund holds a higher weighting in a given sector or security than the benchmark. Underweight means the Fund holds a lower weighting.

Contribution and detraction incorporate both a stock’s total return and its weighting in the Fund.

 

Deutsche DWS Variable Series II —

DWS Small Mid Cap Value VIP

  |   5


Table of Contents
Portfolio Summary   (Unaudited)

 

Asset Allocation (As a % of Investment Portfolio)    12/31/18      12/31/17  
Common Stocks      97%        96%  

Cash Equivalent

     3%        4%  
       100%        100%  
Sector Diversification
(As a % of Investment Portfolio excluding Cash Equivalent)
   12/31/18      12/31/17  
Financials      22%        20%  
Industrials      16%        19%  
Real Estate      13%        13%  
Consumer Discretionary      12%        9%  
Information Technology      11%        11%  
Utilities      6%        5%  
Health Care      6%        4%  
Materials      5%        5%  
Energy      4%        7%  
Consumer Staples      3%        7%  
Communication Services      2%         
       100%        100%  

Portfolio holdings and characteristics are subject to change.

For more complete details about the Fund’s investment portfolio, see page 7.

Following the Fund’s fiscal first and third quarter-end, a complete portfolio holdings listing is filed with the SEC on Form N-Q or Form N-PORT (available for filings after March 31, 2019). The Fund’s Form N-Q or Form N-PORT will be available on the SEC’s Web site at sec.gov. 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.

 

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Deutsche DWS Variable Series II —

DWS Small Mid Cap Value VIP


Table of Contents
Investment Portfolio   December 31, 2018

 

    Shares     Value ($)  
Common Stocks 97.1%

 

Communication Services 1.7%

 

Media 1.7%

 

Interpublic Group of Companies, Inc.

    69,952       1,443,110  
Consumer Discretionary 11.3%

 

Auto Components 1.1%

 

Visteon Corp.*

    15,913       959,236  

Automobiles 1.5%

 

Winnebago Industries, Inc.

    51,382       1,243,958  

Diversified Consumer Services 1.6%

 

Regis Corp.*

    79,032       1,339,592  

Hotels, Restaurants & Leisure 2.2%

 

Aramark

    33,800       979,186  

Denny’s Corp.*

    54,840       888,957  
   

 

 

 
    1,868,143  

Household Durables 2.5%

 

Helen of Troy Ltd.*

    16,578       2,174,702  

Leisure Products 0.7%

 

Brunswick Corp.

    12,814       595,210  

Textiles, Apparel & Luxury Goods 1.7%

 

Columbia Sportswear Co.

    17,354       1,459,298  
Consumer Staples 3.4%

 

Food Products 2.1%

 

Conagra Brands, Inc.

    21,388       456,847  

Lamb Weston Holdings, Inc.

    18,123       1,333,128  
   

 

 

 
    1,789,975  

Household Products 1.3%

 

Central Garden & Pet Co.*

    31,515       1,085,692  
Energy 4.4%

 

Energy Equipment & Services 0.6%

 

Patterson-UTI Energy, Inc.

    48,705       504,097  

Oil, Gas & Consumable Fuels 3.8%

 

HollyFrontier Corp.

    12,696       649,019  

Matador Resources Co.*

    26,296       408,377  

Murphy Oil Corp.

    26,957       630,524  

Parsley Energy, Inc. “A”*

    27,357       437,165  

Targa Resources Corp.

    15,978       575,528  

WPX Energy, Inc.*

    52,173       592,163  
   

 

 

 
    3,292,776  
Financials 20.9%

 

Banks 12.2%

 

Eagle Bancorp., Inc.*

    28,517       1,389,063  

East West Bancorp., Inc.

    24,968       1,086,857  

Great Western Bancorp., Inc.

    58,045       1,813,906  

Hancock Whitney Corp.

    46,301       1,604,330  

Pacific Premier Bancorp., Inc.*

    24,378       622,127  

Sterling Bancorp.

    84,654       1,397,637  

TCF Financial Corp.

    71,128       1,386,285  

UMB Financial Corp.

    18,452       1,125,018  
   

 

 

 
    10,425,223  

Capital Markets 0.8%

 

E*TRADE Financial Corp.

    16,234       712,348  
    Shares     Value ($)  

Insurance 6.4%

 

American Financial Group, Inc.

    9,600       869,088  

Assurant, Inc.

    13,300       1,189,552  

Brown & Brown, Inc.

    51,769       1,426,753  

CNO Financial Group, Inc.

    42,786       636,656  

ProAssurance Corp.

    10,411       422,270  

Torchmark Corp.

    12,000       894,360  
   

 

 

 
    5,438,679  

Thrifts & Mortgage Finance 1.5%

 

Walker & Dunlop, Inc.

    29,822       1,289,802  
Health Care 5.9%

 

Health Care Providers & Services 3.3%

 

Encompass Health Corp.

    24,337       1,501,593  

Premier, Inc. “A”*

    34,121       1,274,419  
   

 

 

 
    2,776,012  

Life Sciences Tools & Services 2.6%

 

Bruker Corp.

    42,574       1,267,428  

PerkinElmer, Inc.

    12,605       990,123  
   

 

 

 
    2,257,551  
Industrials 15.2%

 

Building Products 1.2%

 

Simpson Manufacturing Co., Inc.

    18,098       979,645  

Commercial Services & Supplies 2.7%

 

Interface, Inc.

    85,328       1,215,924  

The Brink’s Co.

    17,413       1,125,750  
   

 

 

 
    2,341,674  

Electrical Equipment 1.9%

 

EnerSys

    20,357       1,579,907  

Machinery 5.9%

 

Douglas Dynamics, Inc.

    20,212       725,409  

Federal Signal Corp.

    59,274       1,179,552  

Global Brass & Copper Holdings, Inc.

    56,284       1,415,542  

Hillenbrand, Inc.

    23,503       891,469  

Stanley Black & Decker, Inc.

    6,963       833,750  
   

 

 

 
    5,045,722  

Professional Services 2.7%

 

ICF International, Inc.

    13,149       851,792  

ManpowerGroup, Inc.

    8,734       565,963  

Nielsen Holdings PLC

    36,986       862,884  
   

 

 

 
    2,280,639  

Trading Companies & Distributors 0.8%

 

AerCap Holdings NV*

    17,738       702,425  
Information Technology 10.6%

 

Electronic Equipment, Instruments & Components 5.0%

 

CTS Corp.

    24,200       626,538  

Dolby Laboratories, Inc. “A”

    16,724       1,034,212  

Insight Enterprises, Inc.*

    37,400       1,524,050  

Rogers Corp.*

    10,470       1,037,158  
   

 

 

 
    4,221,958  

IT Services 3.7%

 

Euronet Worldwide, Inc.*

    10,261       1,050,521  

Leidos Holdings, Inc.

    15,800       832,976  

Travelport Worldwide Ltd.

    83,672       1,306,957  
   

 

 

 
    3,190,454  
 

 

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

 

Deutsche DWS Variable Series II —

DWS Small Mid Cap Value VIP

  |   7


Table of Contents
    Shares     Value ($)  

Software 1.9%

 

Verint Systems, Inc.*

    39,135       1,655,802  
Materials 4.6%

 

Chemicals 1.1%

 

Minerals Technologies, Inc.

    18,144       931,513  

Containers & Packaging 2.0%

 

Owens-Illinois, Inc.*

    95,971       1,654,540  

Metals & Mining 1.5%

 

Commercial Metals Co.

    28,909       463,122  

Steel Dynamics, Inc.

    28,062       842,983  
   

 

 

 
    1,306,105  
Real Estate 13.1%

 

Equity Real Estate Investment Trusts (REITs) 13.1%

 

Agree Realty Corp.

    32,916       1,945,994  

Community Healthcare Trust, Inc.

    60,375       1,740,611  

Duke Realty Corp.

    17,200       445,480  

Easterly Government Properties, Inc.

    71,737       1,124,836  

Gaming and Leisure Properties, Inc.

    28,066       906,813  

Highwoods Properties, Inc.

    28,870       1,116,980  

Pebblebrook Hotel Trust

    48,416       1,370,657  

STAG Industrial, Inc.

    56,593       1,408,034  

WP Carey, Inc.

    17,000       1,110,780  
   

 

 

 
    11,170,185  
    Shares     Value ($)  
Utilities 6.0%

 

Electric Utilities 4.4%

 

Alliant Energy Corp.

    38,308       1,618,513  

IDACORP, Inc.

    18,329       1,705,697  

Pinnacle West Capital Corp.

    5,400       460,080  
   

 

 

 
    3,784,290  

Gas Utilities 1.6%

 

ONE Gas, Inc.

    16,572       1,319,131  
Total Common Stocks (Cost $84,454,782)

 

    82,819,394  
Cash Equivalent 2.9%

 

DWS Central Cash Management Government Fund, 2.41% (a) (Cost $2,497,809)

    2,497,809       2,497,809  
    % of Net
Assets
    Value ($)  

Total Investment Portfolio (Cost $86,952,591)

    100.0       85,317,203  
Other Assets and Liabilities, Net     0.0       (23,461
Net Assets     100.0       85,293,742  
 

A summary of the Fund’s transactions with affiliated investments during the year ended December 31, 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 ($)
    Number
of Shares
at
12/31/2018
    Value ($)
at
12/31/2018
 

Securities Lending Collateral 0.0%

 

       

DWS Government & Agency Securities Portfolio “DWS Government Cash Institutional Shares”, 2.29% (a) (b)

 

    0 (c)                        2,975                    

Cash Equivalent 2.9%

 

       

DWS Central Cash Management Government Fund, 2.41% (a)

 

4,418,900     38,654,188       40,575,279                   60,969             2,497,809       2,497,809  
4,418,900     38,654,188       40,575,279                   63,944             2,497,809       2,497,809  

 

*

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.

 

(c)

Represents the net increase (purchase cost) or decrease (sales proceeds) in the amount invested for the year ended December 31, 2018.

REIT: Real Estate Investment Trust

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 December 31, 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)   $ 82,819,394     $                 —     $                 —      $ 82,819,394  

Short-Term Investment

    2,497,809                    2,497,809  
Total   $ 85,317,203     $     $      $ 85,317,203  

 

(d)

See Investment Portfolio for additional detailed categorizations.

 

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

 

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Deutsche DWS Variable Series II —

DWS Small Mid Cap Value VIP


Table of Contents

Statement of Assets and Liabilities

 

as of December 31, 2018        
Assets        
Investments in non-affiliated securities, at value (cost $84,454,782)   $ 82,819,394  
Investment in DWS Central Cash Management Government Fund (cost $2,497,809)     2,497,809  
Receivable for Fund shares sold     31,502  
Dividends receivable     89,483  
Interest receivable     5,489  
Other assets     2,244  
Total assets     85,445,921  
Liabilities        
Payable for Fund shares redeemed     15,067  
Accrued management fee     37,563  
Accrued Trustees’ fees     2,187  
Other accrued expenses and payables     97,362  
Total liabilities     152,179  
Net assets, at value   $ 85,293,742  
Net Assets Consist of        
Distributable earnings (loss)     5,558,368  
Paid-in capital     79,735,374  
Net assets, at value   $ 85,293,742  
Net Asset Value        

Class A

 
Net Asset Value, offering and redemption price per share ($70,125,075 ÷ 5,742,711 outstanding shares of beneficial interest, no par value, unlimited number of shares authorized)   $ 12.21  

Class B

 
Net Asset Value, offering and redemption price per share ($15,168,667 ÷ 1,243,269 outstanding shares of beneficial interest, no par value, unlimited number of shares authorized)   $ 12.20  

     Statement of Operations

 

for the year ended December 31, 2018

 

Investment Income        
Income:  
Dividends   $ 1,478,463  
Income distributions — DWS Cash Management Government Fund     60,969  
Securities lending income, net of borrower rebates     2,975  
Total income     1,542,407  
Expenses:  
Management fee     688,120  
Administration fee     105,865  
Services to Shareholders     2,863  
Record keeping fee (Class B)     22,518  
Distribution service fees (Class B)     45,904  
Custodian fee     5,093  
Professional fees     71,591  
Reports to shareholders     27,630  
Trustees’ fees and expenses     6,881  
Other     8,563  
Total expenses before expense reductions     985,028  
Expense reductions     (63,258
Total expenses after expense reductions     921,770  
Net investment income     620,637  
Realized and Unrealized gain (loss)        
Net realized gain (loss) from investments     6,571,650  
Change in net unrealized appreciation (depreciation) on investments     (23,519,638
Net gain (loss)     (16,947,988
Net increase (decrease) in net assets resulting from operations   $ (16,327,351
 

 

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

Statements of Changes in Net Assets

 

    Years Ended December 31,  
Increase (Decrease) in Net Assets   2018     2017  
Operations:    
Net investment income (loss)   $ 620,637     $ 1,467,106  
Net realized gain (loss)     6,571,650       18,971,820  
Change in net unrealized appreciation (depreciation)     (23,519,638     (5,654,443
Net increase (decrease) in net assets resulting from operations     (16,327,351     14,784,483  
Distributions to shareholders:    

Class A

    (17,037,935     (4,370,464

Class B

    (3,363,724     (412,631
Total distributions     (20,401,659     (4,783,095 )* 
Fund share transactions:    

Class A

   
Proceeds from shares sold     4,320,688       6,806,078  
Reinvestment of distributions     17,037,935       4,370,464  
Payments for shares redeemed     (16,960,024     (77,117,368
Net increase (decrease) in net assets from Class A share transactions     4,398,599       (65,940,826

Class B

   
Proceeds from shares sold     2,796,123       4,800,663  
Reinvestment of distributions     3,363,724       412,631  
Payments for shares redeemed     (3,194,564     (3,308,695
Net increase (decrease) in net assets from Class B share transactions     2,965,283       1,904,599  
Increase (decrease) in net assets     (29,365,128     (54,034,839
Net assets at beginning of period     114,658,870       168,693,709  
Net assets at end of period   $ 85,293,742     $ 114,658,870 ** 
Other Information              

Class A

   
Shares outstanding at beginning of period     5,375,574       9,208,579  
Shares sold     286,538       399,609  
Shares issued to shareholders in reinvestment of distributions     1,188,970       259,221  
Shares redeemed     (1,108,371     (4,491,835
Net increase (decrease) in Class A shares     367,137       (3,833,005
Shares outstanding at end of period     5,742,711       5,375,574  

Class B

   
Shares outstanding at beginning of period     1,037,183       923,852  
Shares sold     183,198       283,457  
Shares issued to shareholders in reinvestment of distributions     234,243       24,445  
Shares redeemed     (211,355     (194,571
Net increase (decrease) in Class B shares     206,086       113,331  
Shares outstanding at end of period     1,243,269       1,037,183  

 

*

Includes distributions from net investment income of $1,100,828 and $59,126 for Class A and B shares, respectively and distributions from net realized gains of $3,269,636 and $353,503 for Class A and B shares, respectively.

**

Includes undistributed net investment income of $1,432,026.

 

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

 

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DWS Small Mid Cap Value VIP


Table of Contents

Financial Highlights

 

   

Years Ended December 31,

 
Class A  

2018

    2017     2016     2015     2014  
Selected Per Share Data                                        
Net asset value, beginning of period     $17.88       $16.65       $15.97       $17.79       $17.08  
Income (loss) from investment operations:          

Net investment incomea

    .10       .17       .15       .09       .05  

Net realized and unrealized gain (loss)

    (2.47     1.55       2.34       (.31     .88  

Total from investment operations

    (2.37     1.72       2.49       (.22     .93  
Less distributions from:          

Net investment income

    (.24     (.12     (.10     (.05     (.14

Net realized gains

    (3.06     (.37     (1.71     (1.55     (.08

Total distributions

    (3.30     (.49     (1.81     (1.60     (.22
Net asset value, end of period     $12.21       $17.88       $16.65       $15.97       $17.79  
Total Return (%)     (16.01 )b      10.52 b       16.89 b       (1.91     5.53  
Ratios to Average Net Assets and Supplemental Data                                        
Net assets, end of period ($ millions)     70       96       153       161       205  
Ratio of expenses before expense reductions (%)c     .87       .83       .83       .80       .82  
Ratio of expenses after expense reductions (%)c     .81       .83       .82       .80       .82  
Ratio of net investment income (%)     .65       .98       .99       .51       .32  
Portfolio turnover rate (%)     64       35       53       25       34  

 

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.

 

   

Years Ended December 31,

 
Class B   2018     2017     2016     2015     2014  
Selected Per Share Data                                        
Net asset value, beginning of period     $17.86       $16.63       $15.95       $17.77       $17.07  
Income (loss) from investment operations:          

Net investment incomea

    .05       .11       .09       .02       (.01

Net realized and unrealized gain (loss)

    (2.48     1.55       2.34       (.29     .87  

Total from investment operations

    (2.43     1.66       2.43       (.27     .86  
Less distributions from:          

Net investment income

    (.17     (.06     (.04           (.08

Net realized gains

    (3.06     (.37     (1.71     (1.55     (.08

Total distributions

    (3.23     (.43     (1.75     (1.55     (.16
Net asset value, end of period     $12.20       $17.86       $16.63       $15.95       $17.77  
Total Return (%)     (16.32 )b      10.13 b       16.47 b       (2.21     5.09  
Ratios to Average Net Assets and Supplemental Data                                        
Net assets, end of period ($ millions)     15       19       15       14       17  
Ratio of expenses before expense reductions (%)c     1.24       1.19       1.19       1.16       1.17  
Ratio of expenses after expense reductions (%)c     1.16       1.19       1.18       1.16       1.17  
Ratio of net investment income (loss) (%)     .30       .65       .57       .14       (.04
Portfolio turnover rate (%)     64       35       53       25       34  

 

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.

 

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

 

Deutsche DWS Variable Series II —

DWS Small Mid Cap Value VIP

  |   11


Table of Contents
Notes to Financial Statements  

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.

In October 2018, the Securities and Exchange Commission adopted amendments to certain disclosure requirements in Securities Act Release No. 33-10532, Disclosure Update and Simplification, which is intended to facilitate the disclosure of information to investors and simplify compliance without significantly altering the total mix of information provided to investors. Effective with the current reporting period, the Fund adopted the amendments with the impacts being that the Fund is no longer required to present components of distributable earnings on the Statement of Assets and Liabilities or the sources of distributable earnings and the amount of undistributed net investment income on the Statements of Changes in Net Assets.

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

 

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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. 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 year ended December 31, 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 December 31, 2018, the Fund invested the cash collateral in DWS Government & Agency Securities Portfolio. DWS Investment Management Americas Inc. receives a management/administration fee (0.12% annualized effective rate as of December 31, 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 December 31, 2018, the Fund had no securities on loan.

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.

The Fund has reviewed the tax positions for the open tax years as of December 31, 2018 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 Trusts and certain securities sold at a loss. As a result, net investment income (loss) and net realized gain

 

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(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.

At December 31, 2018, the Fund’s components of distributable earnings on a tax basis were as follows:

 

Undistributed ordinary income*   $ 615,277  
Undistributed long-term capital gains   $ 6,638,069  
Unrealized appreciation (depreciation) on investments   $ (1,725,584

At December 31, 2018, the aggregate cost of investments for federal income tax purposes was $87,042,787. The net unrealized depreciation for all investments based on tax cost was $1,725,584. This consisted of aggregate gross unrealized appreciation for all investments in which there was an excess of value over tax cost of $9,441,928 aggregate gross unrealized depreciation for all investments in which was an excess of tax cost over value of $11,167,512.

In addition, the tax character of distributions paid by the Fund is summarized as follows:

 

    Years Ended December 31,  
     2018     2017  
Distributions from ordinary income*   $ 1,404,457     $ 1,159,954  
Distributions from long-term capital gains   $ 18,997,202     $ 3,623,141  

 

*

For tax purposes, short-term capital gain distributions are considered ordinary income distributions.

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 year ended December 31, 2018, purchases and sales of investment transactions (excluding short-term investments) aggregated $65,451,292 and $75,262,064, 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.

 

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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     .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 year ended December 31, 2018, the fee pursuant to the Investment Management Agreement was equivalent to an annual 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 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 year ended December 31, 2018, fees waived and/or expenses reimbursed for each class were as follows:

 

Class A   $ 48,572  
Class B     14,686  
    $ 63,258  

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 year ended December 31, 2018, the Administration Fee was $105,865, of which $7,577 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 year ended December 31, 2018, the amounts charged to the Fund by DSC were as follows:

 

Service to Shareholders   Total
Aggregated
    Unpaid at
December 31, 2018
 
Class A   $ 627     $ 104  
Class B     470       78  
    $ 1,097     $ 182  

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 year ended December 31, 2018, the Distribution Service Fee aggregated $45,904, of which $3,352 is unpaid.

Typesetting and Filing Service Fees. Under an agreement with the Fund, DIMA is compensated for providing certain pre-press and regulatory filing services to the Fund. For the year ended December 31, 2018, the amount charged to the Fund by DIMA included in the Statement of Operations under “Reports to shareholders” aggregated $9,095, of which $6,374 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 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 ESG Liquidity 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 ESG Liquidity 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 ESG Liquidity 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 ESG Liquidity Fund.

D. Ownership of the Fund

At December 31, 2018, one participating insurance company was owner of record of 10% or more of the total outstanding Class A shares of the Fund, owning 70%. Four participating insurance companies were owners of record of 10% or more of the total outstanding Class B shares of the Fund, each owning 32%, 21%, 17% and 13%.

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 December 31, 2018.

 

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Report of Independent Registered Public Accounting Firm

To the Board of Trustees of Deutsche DWS Variable Series II and Shareholders of DWS Small Mid Cap Value VIP:

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of DWS Small Mid Cap Value VIP (formerly Deutsche Small Mid Cap Value VIP) (the “Fund”) (one of the funds constituting Deutsche DWS Variable Series II (formerly Deutsche Variable Series II)) (the “Trust”), including the investment portfolio, as of December 31, 2018, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting Deutsche DWS Variable Series II) at December 31, 2018, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust’s internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2018, by correspondence with the custodian and brokers. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

LOGO

We have served as the auditor of one or more investment companies in the DWS family of funds since at least 1979, but we are unable to determine the specific year.

Boston, Massachusetts

February 14, 2019

 

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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 (July 1, 2018 to December 31, 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 December 31, 2018  
Actual Fund Return     Class A       Class B  
Beginning Account Value 7/1/18   $ 1,000.00     $ 1,000.00  
Ending Account Value 12/31/18   $ 836.90     $ 835.00  
Expenses Paid per $1,000*   $ 3.75     $ 5.37  
Hypothetical 5% Fund Return     Class A       Class B  
Beginning Account Value 7/1/18   $ 1,000.00     $ 1,000.00  
Ending Account Value 12/31/18   $ 1,021.12     $ 1,019.36  
Expenses Paid per $1,000*   $ 4.13     $ 5.90  

 

*

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 184 (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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Tax Information   (Unaudited)

Please consult a tax advisor if you have questions about federal or state income tax laws, or on how to prepare your tax returns. If you have specific questions about your account, please contact your insurance provider.

The Fund paid distributions of $3.06 per share from net long-term capital gains during its year ended December 31, 2018.

Pursuant to Section 852 of the Internal Revenue Code, the Fund designates $7,357,000 as capital gain dividends for its year ended December 31, 2018.

For corporate shareholders, 100% of the ordinary dividends (i.e., income dividends plus short-term capital gains) paid during the Fund’s fiscal year ended December 31, 2018, qualified for the dividends received deduction.

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 DWS Small Mid Cap Value VIP’s (the “Fund”) investment management agreement (the “Agreement”) with DWS Investment Management Americas, Inc. (“DIMA”) in September 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 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. DIMA is part of DWS Group GmbH & Co. KGaA (“DWS Group”). DWS Group 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. In 2018, approximately 20% of DWS Group’s shares were sold in an initial public offering, with Deutsche Bank AG owning the remaining shares.

As part of the contract review process, the Board carefully considered the fees and expenses of each DWS 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, 2017, the Fund’s performance (Class A shares) was in the 4th quartile, 3rd quartile and 3rd 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-year period and has underperformed its benchmark in the three- and five-year periods ended December 31, 2017. 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 2018. The Board recognized the efforts by DIMA in recent years to enhance its investment platform and improve long-term performance across the DWS 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, 2017). 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, 2017, 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 DWS U.S. registered fund (“DWS Funds”) and considered differences between the Fund and the comparable DWS 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 (“DWS Europe Funds”) managed by DWS Group. The Board noted that DIMA indicated that DWS Group does not manage any institutional accounts or DWS 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 DWS 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 DWS 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 or “fall-out” 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

 

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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 DWS 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 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 and (ii) the substantial commitment of resources by DIMA and its affiliates to compliance matters, including the retention of compliance personnel.

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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Board Members and Officers

The following table presents certain information regarding the Board Members and Officers of the Fund. Each Board Member’s year of birth is set forth in parentheses after his or her name. Unless otherwise noted, (i) each Board Member has engaged in the principal occupation(s) noted in the table for at least the most recent five years, although not necessarily in the same capacity; and (ii) the address of each Independent Board Member is c/o Keith R. Fox, DWS Funds Board Chair, c/o Thomas R. Hiller, Ropes & Gray LLP, Prudential Tower, 800 Boylston Street, Boston, MA 02199-3600. Except as otherwise noted below, the term of office for each Board Member is until the election and qualification of a successor, or until such Board Member sooner dies, resigns, is removed or as otherwise provided in the governing documents of the Fund. Because the Fund does not hold an annual meeting of shareholders, each Board Member will hold office for an indeterminate period. The Board Members may also serve in similar capacities with other funds in the fund complex.

 

Independent Board Members            
Name, Year of Birth,
Position with the Fund and
Length of Time Served1
  Business Experience and Directorships During the Past Five Years   Number of
Funds in
DWS Fund
Complex
Overseen
    Other
Directorships
Held by Board
Member

Keith R. Fox, CFA (1954)

 

Chairperson since 2017, and Board Member since 1996

  Managing General Partner, Exeter Capital Partners (a series of private investment funds) (since 1986). Directorships: Progressive International Corporation (kitchen goods importer and distributor); The Kennel Shop (retailer); former Chairman, National Association of Small Business Investment Companies; former Directorships: BoxTop Media Inc. (advertising); Sun Capital Advisers Trust (mutual funds) (2011–2012)     82    

John W. Ballantine (1946)

 

Board Member since 1999

  Retired; formerly, Executive Vice President and Chief Risk Management Officer, First Chicago NBD Corporation/The First National Bank of Chicago (1996–1998); Executive Vice President and Head of International Banking (1995–1996); former Directorships: Director and former Chairman of the Board, Healthways, Inc.2 (population well-being and wellness services) (2003–2014); Stockwell Capital Investments PLC (private equity); Enron Corporation; FNB Corporation; Tokheim Corporation; First Oak Brook Bancshares, Inc. and Oak Brook Bank; Prisma Energy International; Public Radio International. Not-for-Profit Director, Trustee: Palm Beach Civic Association; Window to the World Communications (public media); Harris Theater for Music and Dance (Chicago); Life Director of Hubbard Street Dance Chicago     82     Portland
General
Electric2
(utility
company)
(2003–
present)

Henry P. Becton, Jr. (1943)

 

Board Member since 1990

  Vice Chair and former President, WGBH Educational Foundation. Directorships: Public Radio International; Public Radio Exchange (PRX); The Pew Charitable Trusts (charitable organization); Massachusetts Humane Society; Overseer of the New England Conservatory; former Directorships: Becton Dickinson and Company2 (medical technology company); Belo Corporation2 (media company); The PBS Foundation; Association of Public Television Stations; Boston Museum of Science; American Public Television; Concord Academy; New England Aquarium; Mass. Corporation for Educational Telecommunications; Committee for Economic Development; Public Broadcasting Service; Connecticut College; North Bennett Street School (Boston); American Documentary, Inc. (public media)     82    

Dawn-Marie Driscoll (1946)

 

Board Member since 1987

  Emeritus Executive Fellow, Center for Business Ethics, Bentley University; formerly: President, Driscoll Associates (consulting firm); Partner, Palmer & Dodge (law firm) (1988–1990); Vice President of Corporate Affairs and General Counsel, Filene’s (retail) (1978–1988). Directorships: Advisory Board, Center for Business Ethics, Bentley University; Trustee and former Chairman of the Board, Southwest Florida Community Foundation (charitable organization); former Directorships: ICI Mutual Insurance Company (2007–2015); Sun Capital Advisers Trust (mutual funds) (2007–2012), Investment Company Institute (audit, executive, nominating committees) and Independent Directors Council (governance, executive committees)     82    

Paul K. Freeman* (1950)

 

Board Member since 1993

  Consultant, World Bank/Inter-American Development Bank; Independent Directors Council (former chair); Investment Company Institute (executive committee); Adjunct Professor, University of Denver Law School (2017–present); formerly: Chairman of Education Committee of Independent Directors Council; Project Leader, International Institute for Applied Systems Analysis (1998–2001); Chief Executive Officer, The Eric Group, Inc. (environmental insurance) (1986–1998); Directorships: Knoebel Institute for Healthy Aging, University of Denver (2017–present); former Directorships: Prisma Energy International; Denver Zoo Foundation (2012–2018)     82    

 

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Name, Year of Birth,
Position with the Fund and
Length of Time Served1
  Business Experience and Directorships During the Past Five Years   Number of
Funds in
DWS Fund
Complex
Overseen
    Other
Directorships
Held by Board
Member

Richard J. Herring (1946)

 

Board Member since 1990

 

Jacob Safra Professor of International Banking and Professor of Finance, The Wharton School, University of Pennsylvania (since July 1972); Director, The Wharton Financial Institutions Center (since 1994); formerly: Vice Dean and Director, Wharton Undergraduate Division (1995–2000) and Director, The Lauder Institute of International Management Studies (2000–2006); Member FDIC Systemic Risk Advisory Committee since 2011, member Systemic Risk Council since 2012 and member of the Advisory Board at the Yale Program on Financial Stability since 2013; Formerly Co-Chair of the Shadow Financial Regulatory Committee (2003–2015), Executive Director of The Financial Economists Roundtable (2008–2015), Director of The Thai Capital Fund (2007–2013), Director of The Aberdeen Singapore Fund (2007–2018), and Nonexecutive Director of Barclays Bank DE (2010–2018)

    82     Director,
Aberdeen
Japan Fund
(since 2007)

William McClayton (1944)

 

Board Member since 2004

  Private equity investor (since October 2009); previously, Managing Director, Diamond Management & Technology Consultants, Inc. (global consulting firm) (2001–2009); Directorship: Board of Managers, YMCA of Metropolitan Chicago; formerly: Senior Partner, Arthur Andersen LLP (accounting) (1966–2001); Trustee, Ravinia Festival     82    

Rebecca W. Rimel (1951)

 

Board Member since 1995

  President, Chief Executive Officer and Director, The Pew Charitable Trusts (charitable organization) (1994–present); formerly: Executive Vice President, The Glenmede Trust Company (investment trust and wealth management) (1983–2004); Board Member, Investor Education (charitable organization) (2004–2005); Trustee, Executive Committee, Philadelphia Chamber of Commerce (2001–2007); Director, Viasys Health Care2 (January 2007–June 2007); Trustee, Thomas Jefferson Foundation (charitable organization) (1994–2012)     82     Director,
Becton
Dickinson
and
Company2
(medical
technology
company)
(2012–
present);
Director,
BioTelemetry
Inc.2 (health
care) (2009–
present)

William N. Searcy, Jr. (1946)

 

Board Member since 1993

  Private investor since October 2003; formerly: Pension & Savings Trust Officer, Sprint Corporation2 (telecommunications) (November 1989–September 2003); Trustee, Sun Capital Advisers Trust (mutual funds) (1998–2012)     82    

Jean Gleason Stromberg (1943)

 

Board Member since 1997

  Retired. Formerly, Consultant (1997–2001); Director, Financial Markets U.S. Government Accountability Office (1996–1997); Partner, Norton Rose Fulbright, L.L.P. (law firm) (1978–1996); former Directorships: The William and Flora Hewlett Foundation (charitable organization) (2000–2015); Service Source, Inc. (nonprofit), Mutual Fund Directors Forum (2002–2004), American Bar Retirement Association (funding vehicle for retirement plans) (1987–1990 and 1994–1996)     82    

 

Officers4     

Name, Year of Birth,

Position with the Fund and

Length of Time Served5

  Business Experience and Directorships During the Past Five Years

Hepsen Uzcan6 (1974)

 

President and Chief Executive Officer, 2017–present

 

Assistant Secretary, 2013–present

  Managing Director,3 DWS; Secretary, DWS USA Corporation (since March 2018); Assistant Secretary, DWS Distributors, Inc. (since June 25, 2018); Director and Vice President, DWS Service Company (since June 25, 2018); Assistant Secretary, DWS Investment Management Americas, Inc. (since June 25, 2018); and Director and President, DB Investment Managers, Inc. (since June 25, 2018); formerly: Vice President for the Deutsche funds (2016–2017)

John Millette8 (1962)

 

Vice President and Secretary, 1999–present

  Director,3 DWS; Chief Legal Officer, DWS Investment Management Americas, Inc. (2015–present); and Director and Vice President, DWS Trust Company (2016–present); formerly: Secretary, Deutsche Investment Management Americas Inc. (2015–2017)

Diane Kenneally8,9 (1966)

 

Treasurer and Chief Financial Officer since 2018

  Director,3 DWS; formerly: Assistant Treasurer for the DWS funds (2007–2018)

Caroline Pearson8 (1962)

 

Chief Legal Officer, 2010–present

  Managing Director,3 DWS; formerly: Secretary, Deutsche AM Distributors, Inc. (2002–2017); and Secretary, Deutsche AM Service Company (2010–2017)

Scott D. Hogan8 (1970)

 

Chief Compliance Officer, 2016–present

  Director,3 DWS

 

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Name, Year of Birth,

Position with the Fund and

Length of Time Served5

  Business Experience and Directorships During the Past Five Years

Wayne Salit7 (1967)

 

Anti-Money Laundering Compliance Officer, 2014–present

  Director,3 Deutsche Bank; and AML Officer, DWS Trust Company; formerly: Managing Director, AML Compliance Officer at BNY Mellon (2011–2014); and Director, AML Compliance Officer at Deutsche Bank (2004–2011)

Sheila Cadogan8 (1966)

 

Assistant Treasurer, 2017–present

  Director,3 DWS; Director and Vice President, DWS Trust Company (since 2018)

Paul Antosca8 (1957)

 

Assistant Treasurer, 2007–present

  Director,3 DWS

 

1 

The length of time served represents the year in which the Board Member joined the board of one or more DWS funds currently overseen by the Board.

 

2 

A publicly held company with securities registered pursuant to Section 12 of the Securities Exchange Act of 1934.

 

3 

Executive title, not a board directorship.

 

4 

As a result of their respective positions held with the Advisor or its affiliates, these individuals are considered “interested persons” of the Advisor within the meaning of the 1940 Act. Interested persons receive no compensation from the Fund.

 

5 

The length of time served represents the year in which the officer was first elected in such capacity for one or more DWS funds.

 

6 

Address: 345 Park Avenue, New York, NY 10154.

 

7 

Address: 60 Wall Street, New York, NY 10005.

 

8 

Address: One International Place, Boston, MA 02110.

 

9 

Appointed Treasurer and Chief Financial Officer effective July 2, 2018.

 

*

Paul K. Freeman retired from the Board effective December 31, 2018.

The Fund’s Statement of Additional Information (“SAI”) includes additional information about the Board Members. The SAI is available, without charge, upon request. If you would like to request a copy of the SAI, you may do so by calling the following toll-free number: (800) 728-3337.

 

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Notes


Table of Contents

Notes


Table of Contents
LOGO  

VS2SMCV-2 (R-025829-8 2/19)

 

   
ITEM 2. CODE OF ETHICS
   
 

As of the end of the period covered by this report, the registrant has adopted a code of ethics, as defined in Item 2 of Form N-CSR that applies to its Principal Executive Officer and Principal Financial Officer.

 

There have been no amendments to, or waivers from, a provision of the code of ethics during the period covered by this report that would require disclosure under Item 2.

 

A copy of the code of ethics is filed as an exhibit to this Form N-CSR.

   
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT
   
  The fund’s audit committee is comprised solely of trustees who are "independent" (as such term has been defined by the Securities and Exchange Commission ("SEC") in regulations implementing Section 407 of the Sarbanes-Oxley Act (the "Regulations")). The fund’s Board of Trustees has determined that there are several "audit committee financial experts" (as such term has been defined by the Regulations) serving on the fund’s audit committee including Mr. William McClayton, the chair of the fund’s audit committee.  An “audit committee financial expert” is not an “expert” for any purpose, including for purposes of Section 11 of the Securities Act of 1933 and the designation or identification of a person as an “audit committee financial expert” does not impose on such person any duties, obligations or liability that are greater than the duties, obligations and liability imposed on such person as a member of the audit committee and board of directors in the absence of such designation or identification.
   
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES
   

Deutsche DWS Variable Series II
form n-csr disclosure re: AUDIT FEES

The following table shows the amount of fees that Ernst & Young LLP (“EY”), the Fund’s Independent Registered Public Accounting Firm, billed to the Fund during the Fund’s last two fiscal years. The Audit Committee approved in advance all audit services and non-audit services that EY provided to the Fund.

Services that the Fund’s Independent Registered Public Accounting Firm Billed to the Fund

Fiscal Year
Ended
December 31,
Audit Fees Billed to Fund Audit-Related
Fees Billed to Fund
Tax Fees Billed to Fund All
Other Fees Billed to Fund
2018 $631,694 $0 $71,823 $1,639
2017 $631,691 $0 $71,822 $0

 

The above “Tax Fees” were billed for professional services rendered for tax return preparation. “All Other Fees Billed to the Fund” were billed for services associated with foreign tax filings.

Services that the Fund’s Independent Registered Public Accounting Firm Billed to the Adviser and Affiliated Fund Service Providers

The following table shows the amount of fees billed by EY to DWS Investment Management Americas, Inc. (“DIMA” or the “Adviser”), and any entity controlling, controlled by or under common control with DIMA (“Control Affiliate”) that provides ongoing services to the Fund (“Affiliated Fund Service Provider”), for engagements directly related to the Fund’s operations and financial reporting, during the Fund’s last two fiscal years.

 

Fiscal Year
Ended
December 31,
Audit-Related
Fees Billed to Adviser and Affiliated Fund Service Providers
Tax Fees Billed to Adviser and Affiliated Fund Service Providers All
Other Fees Billed to Adviser and Affiliated Fund Service Providers
2018 $0 $470,936 $0
2017 $0 $502,238 $0

 

The above “Tax Fees” were billed in connection with tax compliance services and agreed upon procedures.

Non-Audit Services

The following table shows the amount of fees that EY billed during the Fund’s last two fiscal years for non-audit services. The Audit Committee pre-approved all non-audit services that EY provided to the Adviser and any Affiliated Fund Service Provider that related directly to the Fund’s operations and financial reporting. The Audit Committee requested and received information from EY about any non-audit services that EY rendered during the Fund’s last fiscal year to the Adviser and any Affiliated Fund Service Provider. The Committee considered this information in evaluating EY’s independence.

 

Fiscal Year
Ended
December 31,

Total
Non-Audit Fees Billed to Fund

(A)

Total Non-Audit Fees billed to Adviser and Affiliated Fund Service Providers (engagements related directly to the operations and financial reporting of the Fund)

(B)

Total Non-Audit Fees billed to Adviser and Affiliated Fund Service Providers (all other engagements)

(C)

Total of (A), (B)

and (C)
2018 $73,462 $470,936 $513,130 $1,057,528
2017 $71,822 $502,238 $606,585 $1,180,645

 

 

All other engagement fees were billed for services in connection with agreed upon procedures and tax compliance for DIMA and other related entities.

 

Audit Committee Pre-Approval Policies and Procedures. Generally, each Fund’s Audit Committee must pre approve (i) all services to be performed for a Fund by a Fund’s Independent Registered Public Accounting Firm and (ii) all non-audit services to be performed by a Fund’s Independent Registered Public Accounting Firm for the DIMA Entities with respect to operations and financial reporting of the Fund, except that the Chairperson or Vice Chairperson of each Fund’s Audit Committee may grant the pre-approval for non-audit services described in items (i) and (ii) above for non-prohibited services for engagements of less than $100,000. All such delegated pre approvals shall be presented to each Fund’s Audit Committee no later than the next Audit Committee meeting.

 

There were no amounts that were approved by the Audit Committee pursuant to the de minimis exception under Rule 2-01 of Regulation S-X.

 

According to the registrant’s principal Independent Registered Public Accounting Firm, substantially all of the principal Independent Registered Public Accounting Firm's hours spent on auditing the registrant's financial statements were attributed to work performed by full-time permanent employees of the principal Independent Registered Public Accounting Firm.

***

In connection with the audit of the 2017 and 2018 financial statements, the Fund entered into an engagement letter with EY. The terms of the engagement letter required by EY, and agreed to by the Audit Committee, include a provision mandating the use of mediation and arbitration to resolve any controversy or claim between the parties arising out of or relating to the engagement letter or services provided thereunder.

 

***

Pursuant to PCAOB Rule 3526, EY is required to describe in writing to the Fund’s Audit Committee, on at least an annual basis, all relationships between EY, or any of its affiliates, and the DWS Funds, including the Fund, or persons in financial reporting oversight roles at the DWS Funds that, as of the date of the communication, may reasonably be thought to bear on EY’s independence. Pursuant to PCAOB Rule 3526, EY has reported the matters set forth below that may reasonably be thought to bear on EY’s independence. With respect to each reported matter, individually and in the aggregate, EY advised the Audit Committee that, after careful consideration of the facts and circumstances and the applicable independence rules, it concluded that the matters do not and will not impair EY’s ability to exercise objective and impartial judgement in connection with the audits of the financial statements for the Fund and a reasonable investor with knowledge of all relevant facts and circumstances would conclude that EY has been and is capable of exercising objective and impartial judgment on all issues encompassed within EY’s audit engagements. EY also confirmed to the Audit Committee that it can continue act as the Independent Registered Public Accounting Firm for the Fund.

·EY advised the Fund’s Audit Committee that EY Stiftung e.V., an affiliate of the EY member firm in Germany, and various other covered persons within EY and its affiliates held investments in, or had other financial relationships with, entities within the DWS Funds “investment company complex” (as defined in Regulation S-X) (the “DWS Funds Complex”). EY informed the Audit Committee that these investments and financial relationships were inconsistent with Rule 2-01(c)(1) of Regulation S-X. EY reported that all breaches have been resolved and that none of the breaches involved any investments in the Fund or any professionals who were part of the audit engagement team for the Fund or in a position to influence the audit engagement team. In addition, EY noted that the independence breaches did not (i) create a mutual or conflicting interest with the Fund, (ii) place EY in the position of auditing its own work, (iii) result in EY acting as management or an employee of the Fund, or (iv) place EY in a position of being an advocate of the Fund.
·EY advised the Fund’s Audit Committee of certain lending relationships of EY with owners of greater than 10% of the shares of certain investment companies within the DWS Funds Complex that EY had identified as inconsistent with Rule 2-01(c)(l)(ii)(A) of Regulation S-X (referred to as the “Loan Rule”). The Loan Rule specifically provides that an accounting firm would not be independent if it receives a loan from a lender that is a record or beneficial owner of more than ten percent of an audit client’s equity securities. For purposes of the Loan Rule, an audit client includes the Fund as well as all other investment companies in the DWS Funds Complex. EY’s lending relationships affect EY’s independence under the Loan Rule with respect to all investment companies in the DWS Funds Complex.

EY stated its belief that, in each lending relationship, the lender is or was not able to impact the impartiality of EY or assert any influence over the investment companies in the DWS Funds Complex whose shares the lender owns or owned, or the applicable investment company’s investment adviser. In addition, on June 20, 2016, the SEC Staff issued a “no-action” letter to another mutual fund complex, Fidelity Management & Research Company et al., SEC Staff No-Action Letter (June 20, 2016) (the “Fidelity Letter”), related to similar Loan Rule issues as those described above. In the Fidelity Letter, the SEC Staff confirmed that it would not recommend enforcement action against an investment company that relied on the audit services performed by an audit firm that was not in compliance with the Loan Rule in certain specified circumstances. With respect to each lending relationship identified by EY, the circumstances described in the Fidelity Letter appear to be substantially similar to the circumstances that affected EY’s independence under the Loan Rule with respect to the Fund, and, in each case, EY confirmed to the Audit Committee that it meets the conditions of the Fidelity Letter.

 

 

   
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) Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as EX-99.CODE ETH.
   
  (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: 2/15/2019

 

 

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: 2/15/2019
   
   
   
By:

/s/Diane Kenneally

Diane Kenneally

Chief Financial Officer and Treasurer

   
Date: 2/15/2019