0000088053-21-000201.txt : 20210226 0000088053-21-000201.hdr.sgml : 20210226 20210226101254 ACCESSION NUMBER: 0000088053-21-000201 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 30 CONFORMED PERIOD OF REPORT: 20201231 FILED AS OF DATE: 20210226 DATE AS OF CHANGE: 20210226 EFFECTIVENESS DATE: 20210226 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DEUTSCHE DWS VARIABLE SERIES II CENTRAL INDEX KEY: 0000810573 IRS NUMBER: 810105002 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-05002 FILM NUMBER: 21684506 BUSINESS ADDRESS: STREET 1: 875 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022-6225 BUSINESS PHONE: 212-454-4500 MAIL ADDRESS: STREET 1: 875 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022-6225 FORMER COMPANY: FORMER CONFORMED NAME: DEUTSCHE VARIABLE SERIES II DATE OF NAME CHANGE: 20140811 FORMER COMPANY: FORMER CONFORMED NAME: DWS VARIABLE SERIES II DATE OF NAME CHANGE: 20060303 FORMER COMPANY: FORMER CONFORMED NAME: SCUDDER VARIABLE SERIES II DATE OF NAME CHANGE: 20010501 0000810573 S000006254 DWS Global Equity VIP C000017202 Class A 0000810573 S000006255 DWS CROCI U.S. VIP C000017204 Class A C000017205 Class B 0000810573 S000006258 DWS Government Money Market VIP C000017210 Class A 0000810573 S000006260 DWS Small Mid Cap Growth VIP C000017214 Class A 0000810573 S000006265 DWS Global Income Builder VIP C000017223 Class A C000017224 Class B 0000810573 S000006269 DWS Small Mid Cap Value VIP C000017231 Class A C000017232 Class B 0000810573 S000006276 DWS International Growth VIP C000017245 Class A C000017246 Class B 0000810573 S000006280 DWS High Income VIP C000017251 Class A C000017252 Class B 0000810573 S000023653 DWS Alternative Asset Allocation VIP C000069664 Class A C000077948 Class B N-CSR 1 ar123120vs2.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)

 

875 Third Avenue

New York, NY 10022-6225

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s Telephone Number, including Area Code: (212) 454-4500

 

Diane Kenneally

100 Summer Street

Boston, MA 02110

(Name and Address of Agent for Service)

 

Date of fiscal year end: 12/31
   
Date of reporting period: 12/31/2020

 

ITEM 1. REPORT TO STOCKHOLDERS
   
  (a)

December 31, 2020

Annual Report

Deutsche DWS Variable Series II

 

 

DWS Alternative Asset Allocation VIP

 

 

LOGO


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, infrastructure and high-yield debt securities. 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 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 the prospectus for additional risks and specific details regarding the Fund’s risk profile.

 

War, terrorism, economic uncertainty, trade disputes, public health crises (including the recent pandemic spread of the novel coronavirus) and related geopolitical events could lead to increased market volatility, disruption to U.S. and world economies and markets and may have significant adverse effects on the Fund and its investments.

 

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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Deutsche DWS Variable Series II —

DWS Alternative Asset Allocation VIP


Performance Summary   December 31, 2020 (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, 2020 are 0.88% and 1.24% 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

 

 

LOGO

  

MSCI World Index is an unmanaged index representing large and mid-cap equity performance across 23 developed markets countries. It covers approximately 85% of the free float-adjusted market capitalization in each country.

 

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 average maturities of one year or more.

 

The Blended Index consists of 70% MSCI World Index and 30% Bloomberg Barclays U.S. Aggregate Bond Index.

 

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    10-Year
Class A   Growth of $10,000    $10,571    $11,015    $12,459    $12,998
    Average annual total return    5.71%    3.28%    4.50%    2.66%
MSCI World Index   Growth of $10,000    $11,590    $13,508    $17,776    $25,628
    Average annual total return    15.90%    10.54%    12.19%    9.87%
Bloomberg Barclays U.S. Aggregate Bond Index   Growth of $10,000    $10,751    $11,689    $12,424    $14,576
  Average annual total return    7.51%    5.34%    4.44%    3.84%
Blended Index   Growth of $10,000    $11,402    $13,071    $16,162    $22,167
    Average annual total return    14.02%    9.34%    10.08%    8.29%

 

Deutsche DWS Variable Series II —

DWS Alternative Asset Allocation VIP

  |   3


DWS Alternative Asset Allocation VIP    1-Year    3-Year    5-Year    10-Year
Class B   Growth of $10,000    $10,532    $10,918    $12,266    $12,633
  Average annual total return    5.32%    2.97%    4.17%    2.36%
MSCI World Index   Growth of $10,000    $11,590    $13,508    $17,776    $25,628
  Average annual total return    15.90%    10.54%    12.19%    9.87%
Bloomberg Barclays U.S. Aggregate Bond Index   Growth of $10,000    $10,751    $11,689    $12,424    $14,576
  Average annual total return    7.51%    5.34%    4.44%    3.84%
Blended Index   Growth of $10,000    $11,402    $13,071    $16,162    $22,167
  Average annual total return    14.02%    9.34%    10.08%    8.29%

The growth of $10,000 is cumulative.

 

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Deutsche DWS Variable Series II —

DWS Alternative Asset Allocation VIP


Management Summary   December 31, 2020 (Unaudited)

The Fund returned 5.71% (Class A shares, unadjusted for contract charges) during the 12-month period ended December 31, 2020, trailing the 14.02% return of the Blended Index. Since the index captures the returns of traditional asset and not alternative assets, it is primarily used for references purposes.

Alternative investments generated mixed results in 2020. All categories sold off to varying degrees in the first calendar quarter, when the spreads of COVID-19 pressured returns for all but the safest investments. The broader financial markets began to rebound in late March in the wake of unprecedented stimulus provided by governments and central banks, but the recovery was uneven. While some categories climbed back into positive territory and closed the year with gains, others were unable to recapture their previous highs.

Among the asset classes represented in the Fund, the largest rallies occurred in convertible bonds and preferred stocks. The Fund invests in these areas through SPDR Bloomberg Barclays Convertible Securities ETF and iShares U.S. Preferred Stock ETF, respectively. Both performed well in the final nine months of the year thanks to their above-average equity sensitivity and investors’ ongoing demand for income. Convertible bonds did particularly well and were the best performing segment of the Fund. Numerous issuers came to the market near the March lows in an effort to shore up their balance sheets, and the securities subsequently rebounded as risk appetites returned and investors began to look ahead to a reopening of the economy.

The Fund’s allocation to emerging-markets debt also benefited from the broader rally to finish the year with a solid, mid-single digit gain. Similarly, floating rate securities performed well from late March onward due to their above-average credit sensitivity. A position in DWS Global Macro Fund, which can seek opportunities anywhere in the financial markets in an effort to generate positive absolute returns, also delivered a narrow gain.

Conversely, a number of holdings failed to recapture their pre-COVID highs and closed the year in the red. Among these were allocations to real estate investment trusts, commodities, and infrastructure stocks. The Fund was also hurt to some extent by the underperformance of its underlying active managers versus their respective benchmarks. An above-average cash position was a further drag on absolute returns at a time of generally positive performance for most major asset classes.

Alternative assets underperformed traditional categories in 2020, but we believe they remain a vital source of longer-term portfolio diversification. The role of alternative assets may be especially important in the current environment. The major global equity indexes closed the year at or near all-time highs, and valuations were extended across broad segments of the market. Opportunities in core fixed income also appeared to be limited, with the ultra-low yields on government debt indicating lower upside potential.

We would also note that inflation expectations increased considerably in the final three months of 2020. While it has been quite some time since inflation has moved above 2%, the extremely accommodative policies of the world’s central banks suggest that the odds of rising inflation may be increasing. For example, the U.S. Federal Reserve (Fed) adopted a new policy regime under which a 2% inflation rate is no longer its ceiling, but rather its longer-term average target. This change indicates that the Fed may allow inflation to run higher than this level for an extended period before it tightens policy.

We believe these factors provide a positive foundation for alternative assets. In this environment, we see an advantage from our ability to capture numerous sources of return potential across the full spectrum of the alternative universe. Our mandate provides us with the flexibility to capitalize on value and avoid risk, an active approach whose merits may become more apparent if the returns of traditional assets begin to moderate.

Dokyoung Lee, CFA, Director

Darwei Kung, Managing Director

Sophia Noisten, Associate

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.

 

Deutsche DWS Variable Series II —

DWS Alternative Asset Allocation VIP

  |   5


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. MSCI World Index is an unmanaged index representing large and mid-cap equity performance across 23 developed markets countries. It covers approximately 85% of the free float adjusted market capitalization in each country. 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 average maturities of one year or more. 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.

 

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Deutsche DWS Variable Series II —

DWS Alternative Asset Allocation VIP


Portfolio Summary   (Unaudited)

 

Asset Allocation* (As a % of Investment Portfolio)    12/31/20      12/31/19  

Real Asset

     41%        39%  

DWS Enhanced Commodity Strategy Fund

     12%        12%  

DWS RREEF Global Infrastructure Fund

     11%        11%  

DWS RREEF Real Estate Securities Fund

     10%        7%  

iShares Global Infrastructure ETF

     5%        6%  

SPDR S&P Global Natural Resources ETF

     2%         

DWS RREEF Global Real Estate Securities Fund

     1%        3%  

Alternative Fixed Income

     19%        22%  

DWS Floating Rate Fund

     9%        11%  

DWS Emerging Markets Fixed Income Fund

     5%        5%  

iShares JP Morgan USD Emerging Markets Bond ETF

     5%        6%  

Alternative Equity

     30%        23%  

SPDR Bloomberg Barclays Convertible Securities ETF

     21%        15%  

iShares U.S. Preferred Stock ETF

     9%        8%  

Absolute Return

     5%        3%  

DWS Global Macro Fund

     5%        2%  

Invesco DB U.S. Dollar Index Bullish Fund

            1%  

Cash Equivalents

     5%        13%  

DWS Central Cash Management Government Fund

     5%        7%  

DWS ESG Liquidity Fund

            6%  
       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 posted on dws.com, and is available free of charge by contacting your financial intermediary, or if you are a direct investor, by calling (800) 728-3337. In addition, the portfolio holdings listing is filed with the SEC on the Fund’s Form N-PORT and will be available on the SEC’s Web site at sec.gov. Additional portfolio holdings for the Fund 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 Alternative Asset Allocation VIP

  |   7


Investment Portfolio   as of December 31, 2020

 

    Shares     Value ($)  
Mutual Funds 52.7%    

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

    2,641,114       24,932,114  

DWS Enhanced Commodity Strategy Fund “Institutional” (a)

    5,841,969       53,979,797  

DWS Floating Rate Fund “Institutional” (a)

    5,157,327       40,691,313  

DWS Global Macro Fund “Institutional” (a)

    2,218,432       22,250,874  

DWS RREEF Global Infrastructure Fund “Institutional” (a)

    3,357,839       53,154,596  

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

    616,779       4,792,369  

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

    2,161,192       44,650,237  

Total Mutual Funds
(Cost $243,460,567)

 

    244,451,300  
Exchange-Traded Funds 42.3%

 

 

iShares Global Infrastructure ETF

    490,135       21,423,801  
    Shares     Value ($)  

iShares JP Morgan USD Emerging Markets Bond ETF

    187,560       21,740,080  

iShares U.S. Preferred Stock ETF

    1,104,703       42,542,112  

SPDR Bloomberg Barclays Convertible Securities ETF

    1,198,544       99,227,457  

SPDR S&P Global Natural Resources ETF

    258,982       11,597,214  

Total Exchange-Traded Funds (Cost $159,969,198)

 

    196,530,664  
Cash Equivalents 5.1%    

DWS Central Cash Management Government Fund, 0.08% (a) (b) (Cost $23,563,848)

    23,563,848       23,563,848  
    % of Net
Assets
    Value ($)  

Total Investment Portfolio
(Cost $426,993,613)

    100.1       464,545,812  
Other Assets and Liabilities, Net     (0.1     (495,321
Net Assets     100.0       464,050,491  
 

 

A summary of the Fund’s transactions with affiliated Underlying DWS Funds during the year ended December 31, 2020 are as follows:

 

Value ($) at
12/31/2019
  Purchases
Cost ($)
    Sales
Proceeds ($)
    Net
Realized
Gain/
(Loss) ($)
   

Net Change in

Unrealized
Appreciation
(Depreciation) ($)

   

Income

($)

    Capital Gain
Distributions ($)
   

Number

of Shares

at
12/31/2020

   

Value ($)

at

12/31/2020

 

Mutual Funds 52.7%

 

       

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

 

19,550,537     5,049,336                   332,241       1,024,036             2,641,114       24,932,114  

DWS Enhanced Commodity Strategy Fund “Institutional” (a)

 

45,239,972     9,263,234                   (523,409     745,935             5,841,969       53,979,797  

DWS Floating Rate Fund “Institutional” (a)

 

39,558,492     9,996,192       6,650,000       (1,747,233     (466,138     1,400,691             5,157,327       40,691,313  

DWS Global Macro Fund “Institutional” (a)

 

8,887,591     12,962,710                   400,573       178,561             2,218,432       22,250,874  

DWS RREEF Global Infrastructure Fund “Institutional” (a)

 

43,335,324     10,886,266                   (1,066,994     809,266       155,531       3,357,839       53,154,596  

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

 

11,176,441     4,595,000       7,995,645       (3,069,600     86,173                   616,779       4,792,369  

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

 

26,423,025     29,377,292       11,474,000       (389,114     713,034       1,149,651       412,042       2,161,192       44,650,237  

Cash Equivalents 5.1%

 

       

DWS Central Cash Management Government Fund, 0.08% (a) (b)

 

27,144,085     146,117,255       149,697,492                   171,301             23,563,848       23,563,848  

DWS ESG Liquidity Fund, 0.18% (a) (b)

 

22,402,874     33,525,574       55,961,490       35,178       (2,136     208,045                    
243,718,341     261,772,859       231,778,627       (5,170,769     (526,656     5,687,486       567,573       45,558,500       268,015,148  

 

(a)

Affiliated fund managed by DWS Investment Management Americas, Inc.

 

(b)

The rate shown is the annualized seven-day yield at period end.

 

S&P: Standard & Poor’s

SPDR: Standard & Poor’s Depositary Receipt

 

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

 

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Deutsche DWS Variable Series II —

DWS Alternative Asset Allocation VIP


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, 2020 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   $ 244,451,300     $                 —     $                 —      $ 244,451,300  
Exchange-Traded Funds     196,530,664                    196,530,664  
Short-Term Investments     23,563,848                    23,563,848  
Total   $     464,545,812     $     $      $     464,545,812  

 

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

 

Deutsche DWS Variable Series II —

DWS Alternative Asset Allocation VIP

  |   9


Statement of Assets and Liabilities

 

as of December 31, 2020        
Assets        
Investments in affiliated Underlying Funds, at value (cost $267,024,415)   $ 268,015,148  
Investments in non-affiliated Underlying Funds, at value (cost $159,969,198)     196,530,664  
Receivable for Fund shares sold     2,470  
Interest receivable     1,763  
Other assets     8,682  
Total assets     464,558,727  
Liabilities        
Payable for Fund shares redeemed     169,671  
Accrued Management fee     40,966  
Accrued Trustees’ fees     4,103  
Other accrued expenses and payables     293,496  
Total liabilities     508,236  
Net assets, at value   $   464,050,491  
Net Assets Consist of        
Distributable earnings (loss)   $ 25,276,153  
Paid-in capital     438,774,338  
Net assets, at value   $ 464,050,491  

Class A

 
Net Asset Value, offering and redemption price per share ($36,993,774 ÷ 2,699,800 outstanding shares of beneficial interest, no par value, unlimited number of shares authorized)   $ 13.70  

Class B

 
Net Asset Value, offering and redemption price per share ($427,056,717 ÷ 31,208,785 outstanding shares of beneficial interest, no par value, unlimited number of shares authorized)   $ 13.68  

Statement of Operations

 

for the year ended December 31, 2020        
Investment Income        
Income:  
Income distributions from affiliated Underlying Funds   $ 5,687,486  
Dividends     4,751,339  
Total income     10,438,825  
Expenses:  
Management fee     412,424  
Administration fee     402,008  
Recordkeeping fees (Class B)     494,690  
Services to shareholders     1,108  
Distribution and service fees (Class B)     948,590  
Custodian fee     5,692  
Professional fees     72,746  
Reports to shareholders     46,992  
Trustees’ fees and expenses     16,014  
Other     9,429  
Total expenses before expense reductions     2,409,693  
Expense reductions     (93,545
Total expenses after expense reductions     2,316,148  
Net investment income     8,122,677  
Realized and Unrealized Gain (Loss)        
Net realized gain (loss) from:  
Sale of affiliated Underlying Funds     (5,170,769
Sale of non-affiliated Underlying Funds     (3,824,374
Capital gain distributions from affiliated Underlying Funds     567,573  
      (8,427,570
Change in net unrealized appreciation (depreciation) on:  
Affiliated Underlying Funds     (526,656
Non-affiliated Underlying Funds     28,742,578  
      28,215,922  
Net gain (loss)     19,788,352  
Net increase (decrease) in net assets resulting from operations   $   27,911,029  
 

 

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

 

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Deutsche DWS Variable Series II —

DWS Alternative Asset Allocation VIP


Statements of Changes in Net Assets

 

   

Years Ended December 31,

 
Increase (Decrease) in Net Assets  

2020

    2019  
Operations:    
Net investment income (loss)   $ 8,122,677     $ 9,024,230  
Net realized gain (loss)     (8,427,570     2,636,547  
Change in net unrealized appreciation (depreciation)     28,215,922       26,981,654  
Net increase (decrease) in net assets resulting from operations     27,911,029       38,642,431  
Distributions to shareholders:    

Class A

    (873,617     (1,142,148

Class B

    (8,977,130     (9,062,974
Total distributions     (9,850,747     (10,205,122
Fund share transactions:    

Class A

   
Proceeds from shares sold     5,411,306       5,519,916  
Reinvestment of distributions     873,617       1,142,148  
Payments for shares redeemed     (4,249,598     (2,018,312
Net increase (decrease) in net assets from Class A share transactions     2,035,325       4,643,752  

Class B

   
Proceeds from shares sold     73,640,815       118,564,810  
Reinvestment of distributions     8,977,130       9,062,974  
Payments for shares redeemed     (21,769,862     (11,692,494
Net increase (decrease) in net assets from Class B share transactions     60,848,083       115,935,290  
Increase (decrease) in net assets     80,943,690       149,016,351  
Net assets at beginning of period     383,106,801       234,090,450  
Net assets at end of period   $   464,050,491     $   383,106,801  
Other Information                

Class A

   
Shares outstanding at beginning of period     2,541,554       2,180,831  
Shares sold     433,052       428,198  
Shares issued to shareholders in reinvestment of distributions     76,499       90,217  
Shares redeemed     (351,305     (157,692
Net increase (decrease) in Class A shares     158,246       360,723  
Shares outstanding at end of period     2,699,800       2,541,554  

Class B

   
Shares outstanding at beginning of period     26,180,029       17,175,164  
Shares sold     5,958,291       9,198,591  
Shares issued to shareholders in reinvestment of distributions     785,401       715,310  
Shares redeemed     (1,714,936     (909,036
Net increase (decrease) in Class B shares     5,028,756       9,004,865  
Shares outstanding at end of period     31,208,785       26,180,029  

 

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

 

Deutsche DWS Variable Series II —

DWS Alternative Asset Allocation VIP

  |   11


Financial Highlights

 

DWS Alternative Asset Allocation VIP — Class A                                        
   

Years Ended December 31,

 
    

2020

    2019     2018     2017     2016  
Selected Per Share Data                                        
Net asset value, beginning of period   $ 13.35     $ 12.10     $ 13.61     $ 12.97     $ 12.60  
Income (loss) from investment operations:          

Net investment incomea

    .29       .40       .61       .33       .35  

Net realized and unrealized gain (loss)

    .40       1.35       (1.84     .62       .31  

Total from investment operations

    .69       1.75       (1.23     .95       .66  
Less distributions from:          

Net investment income

    (.34     (.50     (.28     (.31     (.29

Net realized gains

                             

Total distributions

    (.34     (.50     (.28     (.31     (.29
Net asset value, end of period   $ 13.70     $ 13.35     $ 12.10     $ 13.61     $ 12.97  
Total Return (%)c     5.71       14.68 b      (9.14 )b      7.41 b      5.30 b 
Ratios to Average Net Assets and Supplemental Data                                        
Net assets, end of period ($ millions)     37       34       26       27       24  
Ratio of expenses before expense reductions (%)d,e     .23       .56       .73       .64       .56  
Ratio of expenses after expense reductions (%)d,e     .23       .23       .16       .19       .27  
Ratio of net investment income (%)     2.29       3.09       4.78       2.50       2.70  
Portfolio turnover rate (%)     18       10       32       55       51  

 

DWS Alternative Asset Allocation VIP — Class B                                        
   

Years Ended December 31,

 
    

2020

    2019     2018     2017     2016  
Selected Per Share Data                                        
Net asset value, beginning of period   $ 13.34     $ 12.09     $ 13.59     $ 12.96     $ 12.59  
Income (loss) from investment operations:          

Net investment incomea

    .24       .37       .62       .31       .31  

Net realized and unrealized gain (loss)

    .41       1.34       (1.88     .59       .31  

Total from investment operations

    .65       1.71       (1.26     .90       .62  
Less distributions from:          

Net investment income

    (.31     (.46     (.24     (.27     (.25

Net realized gains

                             

Total distributions

    (.31     (.46     (.24     (.27     (.25
Net asset value, end of period   $ 13.68     $ 13.34     $ 12.09     $ 13.59     $ 12.96  
Total Return (%)b,c     5.32       14.35       (9.35     7.01       4.99  
Ratios to Average Net Assets and Supplemental Data                                        
Net assets, end of period ($ millions)     427       349       208       157       107  
Ratio of expenses before expense reductions (%)d,e     .61       .92       1.08       .93       .85  
Ratio of expenses after expense reductions (%)d,e     .59       .52       .45       .48       .57  
Ratio of net investment income (%)     1.94       2.90       4.85       2.31       2.45  
Portfolio turnover rate (%)     18       10       32       55       51  

 

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.

 

  12     |  

Deutsche DWS Variable Series II —

DWS Alternative Asset Allocation VIP


Notes to Financial Statements    

A. Organization and Significant Accounting Policies

DWS Alternative Asset Allocation VIP (the “Fund”) is a diversified series of Deutsche DWS 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 year ended December 31, 2020, 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 of up to 0.15% and Rule 12b-1 fees under the 1940 Act equal to an annual rate of up to 0.25% of the average daily net assets of the Class B shares of the Fund. Class A shares are not subject to such fees.

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

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

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

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

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

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

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

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

At December 31, 2020, the Fund had a net tax basis capital loss carryforward of approximately $17,134,000, which may be applied against realized net taxable capital gains indefinitely, including short-term losses ($10,810,000) and long-term losses ($6,324,000).

The Fund has reviewed the tax positions for the open tax years as of December 31, 2020 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.

 

Deutsche DWS Variable Series II —

DWS Alternative Asset Allocation VIP

  |   13


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, 2020, the Fund’s components of distributable earnings on a tax basis were as follows:

 

Undistributed ordinary income*   $ 8,081,829  
Capital loss carryforward   $ (17,134,000
Net unrealized appreciation (depreciation) on investments   $ 34,328,582  

At December 31, 2020, the aggregate cost of investments for federal income tax purposes was $430,217,230. The net unrealized appreciation for all investments based on tax cost was $34,328,582. This consisted of aggregate gross unrealized appreciation for all investments for which there was an excess of value over tax cost of $47,896,283 and aggregate gross unrealized depreciation for all investments for which there was an excess of tax cost over value of $13,567,701.

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

 

    Years Ended December 31,  
     2020     2019  
Distributions from ordinary income*   $ 9,850,747     $ 10,205,122  

 

*

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, 2020, purchases and sales of affiliated Underlying Funds (excluding short-term investments) aggregated $82,130,030 and $26,119,645, respectively. Purchases and sales of Non-affiliated ETFs aggregated $67,786,231 and $35,352,533, respectively.

C. Related Parties

Management Agreement. Under the Investment Management Agreement with DWS 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

 

  14     |  

Deutsche DWS Variable Series II —

DWS Alternative Asset Allocation VIP


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 Funds.

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:

 

On assets invested in exchange-traded funds and mutual funds     .10
On assets invested in all other assets not considered exchange-traded funds and mutual funds     1.00

Accordingly, for the year ended December 31, 2020, the fee pursuant to the Investment Management Agreement was equivalent to an annual rate (exclusive of any applicable waivers/reimbursements) of 0.10% 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.

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, 2020, the Fund held approximately 31% of DWS Emerging Markets Fixed Income Fund, 25% of DWS Floating Rate Fund and 12% of DWS Global Macro Fund.

The Advisor has contractually agreed to waive its fees and/or reimburse Fund expenses for the period January 1, 2020 through April 30, 2021 to the extent necessary to maintain the 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, 2020, fees waived and/or expenses reimbursed for Class B is $93,545.

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. Prior to March 1, 2020, for all services provided under the Administrative Services Agreement, the Fund paid the Advisor an annual fee (“Administration Fee”) of 0.10% of the Fund’s average daily net assets, computed and accrued daily and payable monthly. Effective March 1, 2020, for all services provided under the Administrative Services Agreement, the Fund pays the Advisor an annual Administration Fee of 0.097% of the Fund’s average daily net assets, computed and accrued daily and payable monthly. For the year ended December 31, 2020, the Administration Fee was $402,008, of which $37,745 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, 2020, the amounts charged to the Fund by DSC were as follows:

 

Services to Shareholders   Total
Aggregated
    Unpaid at
December 31, 2020
 
Class A   $ 170     $ 32  
Class B     284       54  
    $ 454     $ 86  

Distribution Service Agreement. Under the Fund’s Class B 12b-1 plan, DWS Distributors, Inc. (“DDI”) received a fee (“Distribution Service Fee”) of up to 0.25% of the average daily net assets of Class B shares. For the year ended December 31, 2020, the Distribution Service Fee aggregated $948,590, of which $89,582 is unpaid.

Other 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, 2020, the amount charged to the Fund by DIMA included in the Statement of Operations under “Reports to shareholders” aggregated $9,372, of which $3,292 is unpaid.

 

Deutsche DWS Variable Series II —

DWS Alternative Asset Allocation VIP

  |   15


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, 2020, two participating insurance companies were owners of record of 10% or more of the total outstanding Class A shares of the Fund, each owning 79% and 19%. Two participating insurance companies were owners of record of 10% or more of the total outstanding Class B shares of the Fund, each owning 84% and 11%, respectively.

E. Other — COVID-19 Pandemic

A novel coronavirus known as COVID-19, declared a pandemic by the World Health Organization, has caused significant uncertainty, market volatility, decreased economic and other activity and increased government activity. Specifically, COVID-19 has led to significant death and morbidity, and concerns about its further spread have resulted in the closing of schools and non-essential businesses, cancellations, shelter-in place orders, lower consumer spending in certain sectors, social distancing, bans on large social gatherings and travel, quarantines, government economic stimulus measures, reduced productivity, rapid increases in unemployment, increased demand for and strain on government and medical resources, border closings and global trade and supply chain interruptions, among others. The full effects, duration and costs of the COVID-19 pandemic are impossible to predict, and the circumstances surrounding the COVID-19 pandemic will continue to evolve. The pandemic may affect certain countries, industries, economic sectors, companies and investment products more than others, may exacerbate existing economic, political, or social tensions and may increase the probability of an economic recession or depression. The Fund and its investments may be adversely affected by the effects of the COVID-19 pandemic, and a prolonged pandemic may result in the Fund and its service providers experiencing operational difficulties in coordinating a remote workforce and implementing their business continuity plans, among others. Management will continue to monitor the impact COVID-19 has on the Fund and reflect the consequences as appropriate in the Fund’s accounting and financial reporting.

 

  16     |  

Deutsche DWS Variable Series II —

DWS Alternative Asset Allocation VIP


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 (the “Fund”) (one of the funds constituting Deutsche DWS Variable Series II) (the “Trust”), including the investment portfolio, as of December 31, 2020, 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, 2020, 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, 2020, by correspondence with the custodian and others. 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 12, 2021

 

Deutsche DWS Variable Series II —

DWS Alternative Asset Allocation VIP

  |   17


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, Class B limited these expenses; 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, 2020 to December 31, 2020).

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, 2020  
Actual Fund Return   Class A     Class B  
Beginning Account Value 7/1/20   $ 1,000.00     $ 1,000.00  
Ending Account Value 12/31/20   $ 1,139.80     $ 1,137.20  
Expenses Paid per $1,000*   $ 1.24     $ 3.17  
Hypothetical 5% Fund Return     Class A       Class B  
Beginning Account Value 7/1/20   $ 1,000.00     $ 1,000.00  
Ending Account Value 12/31/20   $ 1,023.98     $ 1,022.17  
Expenses Paid per $1,000*   $ 1.17     $ 3.00  

 

*

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 366.

 

Annualized Expense Ratios**   Class A     Class B  
Deutsche DWS Variable Series II — DWS Alternative Asset Allocation VIP     .23     .59

 

**

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.

 

  18     |  

Deutsche DWS Variable Series II —

DWS Alternative Asset Allocation VIP


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.

 

Deutsche DWS Variable Series II —

DWS Alternative Asset Allocation VIP

  |   19


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 2020.

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 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”).

 

 

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 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.

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. The Board also considered the risks to DIMA in sponsoring or managing the Fund, including financial, operational and reputational risks, the potential economic impact to DIMA from such risks and DIMA’s approach to addressing such risks. Throughout the course of the year, the Board also received information regarding DIMA’s oversight of fund sub-advisors, 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 put into place a process of identifying “Funds in Review” (e.g., funds performing poorly

 

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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, 2019, the Fund’s performance (Class A shares) was in the 2nd quartile, 2nd quartile and 1st quartile, respectively, of the applicable Morningstar universe (the 1st quartile being the best performers and the 4th quartile being the worst performers). The Board also observed that the Fund has underperformed its benchmark in the one-, three- and five-year periods ended December 31, 2019.

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 equal to the median of the applicable Broadridge peer group (based on Broadridge data provided as of December 31, 2019). The Board noted that, effective March 1, 2020, the fee paid to DIMA under the Fund’s administrative services agreement was reduced to 0.097%. The Board also noted that, from inception through October 1, 2019, DIMA waived voluntarily a portion (0.15%) of the Fund’s management fee, and noted further that, effective October 1, 2019, in connection with the 2019 contract renewal process, DIMA agreed to reduce the Fund’s contractual management fee by 0.10% on assets invested in other funds and by 0.20% on assets invested in direct investments. 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 that the Fund’s Class A shares total (net) operating expenses were expected to be lower than the median (1st quartile) of the applicable Broadridge expense universe (based on Broadridge data provided as of December 31, 2019), and analyzing Broadridge expense universe Class A (net) expenses less any applicable 12b-1 fees, but inclusive of acquired fund fees and expenses) (“Broadridge Universe Expenses”). The Board also reviewed data comparing each other operational 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 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 DWS 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

 

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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.

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.

The Board also considered that on September 24, 2020, the SEC granted a temporary order permitting DIMA and its affiliates to continue providing investment advisory and underwriting services to the DWS Funds notwithstanding a consent order entered into by Deutsche Bank AG on June 17, 2020 (the “Consent Order”). The Board noted that the temporary order was granted effective as of the date of the Consent Order. The Board also noted various representations by DIMA to the Board relating to the Consent Order, including that the conduct giving rise to the Consent Order (unintentional conduct that resulted from a system outage that prevented Deutsche Bank AG from reporting data in accordance with applicable CFTC requirements for five days in April 2016) did not involve any DWS Fund or services DIMA and its affiliates provide to the DWS Funds, that DIMA and its personnel had no involvement in the alleged conduct giving rise to the Consent Order, and that the DWS Funds would not bear any financial impact or costs relating to the Consent Order.

Based on all of the information considered and the conclusions reached, the Board 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 Trust/Corporation. 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 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 Trust/Corporation. 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. The number of funds in the DWS fund complex shown in the table below includes all registered open- and closed-end funds (including all of their portfolios) advised by the Advisor and any registered funds that have an investment advisor that is an affiliated person of the Advisor.

 

Independent Board Members       
Name, Year of Birth,
Position with the Trust/
Corporation 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); former Chairman, National Association of Small Business Investment Companies; former Directorships: ICI Mutual Insurance Company; BoxTop Media Inc. (advertising); Sun Capital Advisers Trust (mutual funds) (2011–2012)     73    

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 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.; Oak Brook Bank; and Prisma Energy International. Not-for-Profit Director/Trustee: Palm Beach Civic Association; Window to the World Communications (public media); Life Director of Harris Theater for Music and Dance (Chicago); Life Director of Hubbard Street Dance Chicago; former Not-for-Profit Directorships: Public Radio International     73     Portland
General
Electric2
(utility
company)
(2003–
present)

Dawn-Marie Driscoll (1946)

 

Board Member since 1987

  Emeritus Executive Fellow, Center for Business Ethics, Bentley University; formerly: 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)     73    

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)     73     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     73    

 

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Name, Year of Birth,
Position with the Trust/
Corporation 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

Rebecca W. Rimel (1951)

 

Board Member since 1995

  Senior Advisor, The Pew Charitable Trusts (charitable organization) (since July 2020); 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); President, Chief Executive Officer and Director, The Pew Charitable Trusts (charitable organization) (1994–2020)     73     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)     73    

 

Officers4    
Name, Year of Birth,
Position with the Trust/
Corporation and
Length of Time Served5
  Business Experience and Directorships During the Past Five Years

Hepsen Uzcan6 (1974)

 

President and Chief Executive Officer, 2017–present

  Managing Director3, DWS; Secretary, DWS USA Corporation (2018–present); Assistant Secretary, DWS Distributors, Inc. (2018–present); Director and Vice President, DWS Service Company (2018–present); Assistant Secretary, DWS Investment Management Americas, Inc. (2018–present); Director and President, DB Investment Managers, Inc. (2018–present); President and Chief Executive Officer, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2017–present); formerly: Vice President for the Deutsche funds (2016–2017); Assistant Secretary for the DWS funds (2013–2019); Assistant Secretary, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2013–2020); Directorships: Interested Director, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (since June 25, 2020); ICI Mutual Insurance Company (since October 16, 2020); and Episcopalian Charities of New York (2018–present)

John Millette7 (1962)

 

Vice President and Secretary, 1999–present

  Director,3 DWS; Chief Legal Officer, DWS Investment Management Americas, Inc. (2015–present); Director and Vice President, DWS Trust Company (2016–present); Secretary, DBX ETF Trust (2020–present); Secretary, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2011–present); formerly: Secretary, Deutsche Investment Management Americas Inc. (2015–2017); Assistant Secretary, DBX ETF Trust (2019–2020); Assistant Secretary (July 14, 2006–December 31, 2010) and Secretary (January 31, 2006–July 13, 2006), The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc.

Ciara Crawford8 (1984)

 

Assistant Secretary, (2019–present)

  Associate, DWS (since 2015); previously, Legal Assistant at Accelerated Tax Solutions.

Diane Kenneally7 (1966)

 

Chief Financial Officer and Treasurer, 2018–present

  Director,3 DWS; Treasurer, Chief Financial Officer and Controller, DBX ETF Trust (2019–present); Treasurer and Chief Financial Officer, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2018–present); formerly: Assistant Treasurer for the DWS funds (2007–2018)

Paul Antosca7 (1957)

 

Assistant Treasurer, 2007–present

  Director,3 DWS; and Assistant Treasurer, DBX ETF Trust (2019–present)

Sheila Cadogan7 (1966)

 

Assistant Treasurer, 2017–present

  Director,3 DWS; Director and Vice President, DWS Trust Company (2018–present); Assistant Treasurer, DBX ETF Trust (2019–present); Assistant Treasurer, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2018–present)

Scott D. Hogan7 (1970)

 

Chief Compliance Officer, 2016–present

  Director,3 DWS; Chief Compliance Officer, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2016–present)

Caroline Pearson7 (1962)

 

Chief Legal Officer, 2010–present

  Managing Director3, DWS; Assistant Secretary, DBX ETF Trust (2020–present); Chief Legal Officer, DBX Advisors LLC and DBX Strategic Advisors LLC (2020–present); Chief Legal Officer, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2012–present); 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 Trust/
Corporation and
Length of Time Served5
  Business Experience and Directorships During the Past Five Years

Michelle Goveia-Pine6 (1970)

 

Interim Anti-Money Laundering Compliance Officer,

since July 10, 2020

  Director,3 DWS; Interim AML Officer, DWS Trust Company (since July 28, 2020); Interim AML Officer, DBX ETF Trust (since July 9, 2020); Interim AML Officer, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (since July 24, 2020)

 

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: 875 Third Avenue, New York, NY 10022.

 

7 

Address: 100 Summer Street, Boston, MA 02110.

 

8 

Address: 5022 Gate Parkway, Suite 400, Jacksonville, FL 32256.

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


Notes


LOGO  

VS2AAA-2 (R-025824-10 2/21)

 


December 31, 2020

Annual Report

Deutsche DWS Variable Series II

 

 

 

DWS CROCI® U.S. VIP

 

 

LOGO


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. 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. The Fund may lend securities to approved institutions. Please read the prospectus for details.

War, terrorism, economic uncertainty, trade disputes, public health crises (including the recent pandemic spread of the novel coronavirus) and related geopolitical events could lead to increased market volatility, disruption to U.S. and world economies and markets and may have significant adverse effects on the Fund and its investments.

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, 2020 (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, 2020 are 0.84% and 1.16% 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

 

 

LOGO

 

Russell 1000® Value Index is an unmanaged market capitalization-weighted index of value-oriented stocks of the largest U.S. domiciled companies that are included in the Russell 1000 Index. Value-oriented stocks tend to have lower price-to-book ratios and lower forecasted growth values. Russell 1000 Index is an unmanaged price-only index of the 1,000 largest capitalized companies that are domiciled in the U.S. and whose common stocks are traded.

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

Prior to May 1, 2017, the Fund operated with a different investment strategy. 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      $8,784        $10,453        $12,281        $18,184  
    Average annual total return      –12.16%        1.49%        4.20%        6.16%  
Russell 1000® Value Index   Growth of $10,000      $10,280        $11,932        $15,915        $27,148  
  Average annual total return      2.80%        6.07%        9.74%        10.50%  
DWS CROCI® U.S. VIP         1-Year      3-Year      5-Year      10-Year  
Class B   Growth of $10,000      $8,759        $10,362        $12,102        $17,648  
    Average annual total return      –12.41%        1.19%        3.89%        5.84%  
Russell 1000® Value Index   Growth of $10,000      $10,280        $11,932        $15,915        $27,148  
  Average annual total return      2.80%        6.07%        9.74%        10.50%  

The growth of $10,000 is cumulative.

 

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Management Summary   December 31, 2020 (Unaudited)

The Fund returned –12.16% (Class A shares, unadjusted for contract charges) in 2020 and underperformed the 2.80% return of its benchmark, the Russell 1000® Value Index. After initially selling off in February and March in response to COVID-19 and the associated containment measures, stocks recovered to post solid gains over the remainder of the year. The rally reflected the combination of aggressive monetary and fiscal stimulus, hopes for a renewed economic growth in 2021, and the approval of a coronavirus vaccine in early November.

Continuing a multi-year trend, the value style underperformed growth by a wide margin. While the Russell 1000 Value Index returned 2.80%, the Russell 1000® Growth Index surged 38.49% — a gap of more than 35 percentage points. At a time of heightened uncertainty surrounding the economic outlook, investors demonstrated an ongoing preference for a narrow group of mega-cap technology stocks seen as having the most reliable earnings. The value style strongly outperformed growth in November and December, however. Following the announcement that a vaccine for COVID-19 would soon be available, more economically sensitive market segments that had failed to keep pace over the previous seven months began to outperform.

Stock selection was the key factor in the Fund’s underperformance, with sector allocations playing a lesser role. Selection had the largest adverse effect in financials. Our shortfall in the sector was largely the result of positions in regional banks such as Comerica, Inc.*, Citizens Financial Group, Inc.*, and Huntington Bancshares, Inc.*, among others. Banking stocks, in general, lagged in the first ten months of the year due to the combination of slow economic growth and narrowing net interest margins (the difference between the rates at which banks borrow and lend). Discover Financial Services*, which was hurt by declining revenues and the potential for rising loan delinquencies, was also a notable laggard.

Communications services was another challenging area for the Fund. We held positions in ViacomCBS Inc.*, Discovery, Inc., and Fox Corp., all of which are heavily dependent on advertising revenues. When businesses cut back on ad spending in response to the pandemic, the stocks of ad-driven media companies were hit much harder than the market as a whole.

Similarly, the Fund’s performance in industrials was hurt by positions in United Airlines Holdings, Inc.* and Delta Airlines, Inc.* Both suffered steep declines once it became evident that the coronavirus would lead to a sharp reduction in air travel. We sold the stocks from the portfolio.

On the positive side, the Fund’s holdings in the energy and consumer discretionary sectors outperformed the corresponding benchmark components. At the individual stock level, key contributors included Cabot Oil & Gas Corp.*, Alexion Pharmaceuticals, Inc., and Cummins, Inc.*

With respect to sector allocations, overweight positions in financials and consumer staples had the largest adverse impact on performance. These detractors were offset, to some extent, by underweights in energy and real estate, together with an overweight in utilities.

We recognize that the Fund experienced meaningful underperformance over the past 12 months. In our view, the primary reason for the deficit was our emphasis on the deeper-value segment of the Russell 1000 Value Index. While stocks trading at valuation discounts have been a source of opportunity over time, investors have demonstrated little interest in this area of the market for several years. For our part, we remain focused on identifying undervalued stocks. We would note that the value style outperformed growth over multi-year stretches following the last two recessions and significant market downturns. This was the case both in the span from 2002 through 2006, when the market was recovering from the bursting of the technology “bubble” and the attacks of September 11, 2001, as well as in 2010-2014, in the wake of the global financial crisis. We believe our approach is well suited to capitalize on a similar recovery in value as the world economy bounces back from COVID-19 in the years ahead.

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.

 

  4     |  

Deutsche DWS Variable Series II —

DWS CROCI® U.S. VIP


Terms to Know

Russell 1000 Value Index is an unmanaged market capitalization-weighted index of value-oriented stocks of the largest U.S. domiciled companies that are included in the Russell 1000 Index. Value-oriented stocks tend to have lower price-to-book ratios and lower forecasted growth values. Russell 1000 Index is an unmanaged price-only index of the 1,000 largest capitalized companies that are domiciled in the U.S. and whose common stocks are traded.

Russell 1000 Growth Index is an unmanaged index that consists of those stocks in the Russell 1000® Index that have higher price-to-book ratios and higher forecasted growth values. Russell 1000 Index is an unmanaged price-only index of the 1,000 largest capitalized companies that are domiciled in the U.S. and whose common stocks are traded.

Stock selection refers to the performance of the Fund’s holdings in a given sector relative to the sector as a whole.

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 at December 31, 2020.

 

Deutsche DWS Variable Series II —

DWS CROCI® U.S. VIP

  |   5


Portfolio Summary   (Unaudited)

 

Asset Allocation (As a % of Investment Portfolio excluding Securities Lending Collateral)    12/31/20      12/31/19  
Common Stocks      100%        99%  
Cash Equivalents      0%        1%  
       100%        100%  

Sector Diversification

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

   12/31/20      12/31/19  
Health Care      25%        16%  
Consumer Staples      24%         
Information Technology      16%        2%  
Consumer Discretionary      12%        2%  
Communication Services      11%        10%  
Industrials      7%        10%  
Financials      5%        38%  
Utilities             17%  
Energy             3%  
Materials             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 posted on dws.com, and is available free of charge by contacting your financial intermediary, or if you are a direct investor, by calling (800) 728-3337. In addition, the portfolio holdings listing is filed with the SEC on the Fund’s Form N-PORT and will be available on the SEC’s Web site at sec.gov. Additional portfolio holdings for the Fund are also posted on dws.com from time to time. Please see the Fund’s current prospectus for more information.

 

  6     |  

Deutsche DWS Variable Series II —

DWS CROCI® U.S. VIP


Investment Portfolio   as of December 31, 2020

 

    Shares     Value ($)  
Common Stocks 99.2%    
Communication Services 10.2%

 

Diversified Telecommunication Services 4.7%

 

AT&T, Inc.

    110,095       3,166,332  

Verizon Communications, Inc.

    52,704       3,096,360  
   

 

 

 
    6,262,692  

Media 5.5%

 

Discovery, Inc. “A”* (a)

    132,447       3,985,331  

Fox Corp. “A”

    114,868       3,344,956  
   

 

 

 
    7,330,287  
Consumer Discretionary 12.2%

 

Household Durables 4.7%

 

D.R. Horton, Inc.

    42,942       2,959,563  

Garmin Ltd.

    27,529       3,294,120  
   

 

 

 
    6,253,683  

Internet & Direct Marketing Retail 2.5%

 

eBay, Inc.

    66,361       3,334,640  

Multiline Retail 2.5%

 

Dollar General Corp.

    15,388       3,236,096  

Specialty Retail 2.5%

 

AutoZone, Inc.*

    2,826       3,350,054  
Consumer Staples 23.9%

 

Beverages 2.4%

 

Molson Coors Beverage Co. “B”

    71,296       3,221,866  

Food & Staples Retailing 2.4%

 

Kroger Co.

    100,126       3,180,002  

Food Products 11.9%

 

Campbell Soup Co. (a)

    64,498       3,118,479  

Conagra Brands, Inc.

    89,668       3,251,362  

General Mills, Inc.

    52,549       3,089,881  

J M Smucker Co.

    27,242       3,149,175  

Tyson Foods, Inc. “A”

    49,721       3,204,021  
   

 

 

 
    15,812,918  

Household Products 2.3%

 

Kimberly-Clark Corp.

    22,278       3,003,743  

Tobacco 4.9%

 

Altria Group, Inc.

    77,706       3,185,946  

Philip Morris International, Inc.

    40,621       3,363,012  
   

 

 

 
    6,548,958  
Financials 5.0%

 

Capital Markets

 

Bank of New York Mellon Corp.

    79,963       3,393,630  

State Street Corp.

    45,194       3,289,219  
   

 

 

 
    6,682,849  
Health Care 24.9%

 

Biotechnology 12.5%

 

AbbVie, Inc.

    32,073       3,436,622  

Alexion Pharmaceuticals, Inc.*

    25,426       3,972,558  

Amgen, Inc.

    13,842       3,182,553  

Gilead Sciences, Inc.

    52,130       3,037,094  

Regeneron Pharmaceuticals, Inc.*

    6,046       2,920,883  
   

 

 

 
    16,549,710  
    Shares     Value ($)  

Pharmaceuticals 12.4%

 

Bristol-Myers Squibb Co.

    50,113       3,108,510  

Johnson & Johnson

    21,519       3,386,660  

Merck & Co., Inc.

    39,180       3,204,924  

Pfizer, Inc.

    86,209       3,173,353  

Viatris, Inc.*

    190,468       3,569,370  
   

 

 

 
    16,442,817  
Industrials 7.3%

 

Aerospace & Defense 2.3%

 

Lockheed Martin Corp.

    8,480       3,010,230  

Air Freight & Logistics 5.0%

 

CH Robinson Worldwide, Inc.

    34,373       3,226,593  

Expeditors International of Washington, Inc.

    35,714       3,396,759  
   

 

 

 
    6,623,352  
Information Technology 15.7%

 

Communications Equipment 5.0%

 

Cisco Systems, Inc.

    76,310       3,414,873  

Juniper Networks, Inc.

    144,536       3,253,505  
   

 

 

 
    6,668,378  

IT Services 5.3%

 

Amdocs Ltd.

    49,981       3,545,152  

International Business Machines Corp.

    27,113       3,412,985  
   

 

 

 
    6,958,137  

Semiconductors & Semiconductor Equipment 2.7%

 

Intel Corp.

    70,933       3,533,882  

Software 2.7%

 

Oracle Corp.

    56,190       3,634,931  

Total Common Stocks (Cost $124,263,969)

 

    131,639,225  
Securities Lending Collateral 3.2%

 

DWS Government & Agency Securities Portfolio “DWS Government Cash Institutional Shares”, 0.03% (b) (c) (Cost $4,309,705)

    4,309,705       4,309,705  
Cash Equivalents 0.5%    

DWS Central Cash Management Government Fund, 0.08% (b) (Cost $621,226)

    621,226       621,226  
    % of Net
Assets
    Value ($)  

Total Investment Portfolio (Cost $129,194,900)

    102.9       136,570,156  
Other Assets and Liabilities, Net     (2.9     (3,880,008
Net Assets     100.0       132,690,148  
 

 

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

 

Deutsche DWS Variable Series II —

DWS CROCI® U.S. VIP

  |   7


A summary of the Fund’s transactions with affiliated investments during the year ended December 31, 2020 are as follows:

 

 

Value ($) at
12/31/2019
  Purchases
Cost ($)
    Sales
Proceeds ($)
    Net
Realized
Gain/
(Loss) ($)
    Net Change in
Unrealized
Appreciation
(Depreciation) ($)
    Income ($)     Capital Gain
Distributions ($)
    Number
of Shares
at
12/31/2020
    Value ($)
at
12/31/2020
 

Securities Lending Collateral 3.2%

 

DWS Government & Agency Securities Portfolio “DWS Government Cash Institutional Shares”, 0.03% (b) (c)

 

3,120,056     1,189,649  (d)                        5,430             4,309,705       4,309,705  

Cash Equivalents 0.5%

 

DWS Central Cash Management Government Fund, 0.08% (b)

 

845,193     11,485,882       11,709,849                   4,587             621,226       621,226  
3,965,249     12,675,531       11,709,849                   10,017             4,930,931       4,930,931  

 

*

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, 2020 amounted to $4,251,821, which is 3.2% of net assets.

(b)

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

(c)

Represents cash collateral held in connection with securities lending. Income earned by the Fund is net of borrower rebates.

(d)

Represents the net increase (purchase cost) or decrease (sales proceeds) in the amount invested in cash collateral for the year ended December 31, 2020.

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, 2020 in valuing the Fund’s investments. For information on the Fund’s policy regarding the valuation of investments, please refer to the Security Valuation section of Note A in the accompanying Notes to Financial Statements.

 

Assets   Level 1     Level 2     Level 3      Total  
Common Stocks (e)   $ 131,639,225     $                 —     $                 —      $ 131,639,225  
Short-Term Investment (e)     4,930,931                    4,930,931  
Total   $ 136,570,156     $     $      $ 136,570,156  

 

(e)

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 CROCI® U.S. VIP


Statement of Assets and Liabilities

 

as of December 31, 2020    
Assets        
Investments in non-affiliated securities, at value (cost $124,263,969) — including $4,251,821 of securities loaned   $ 131,639,225  
Investment in DWS Government & Agency Securities Portfolio (cost $4,309,705)*     4,309,705  
Investment in DWS Central Cash Management Government Fund (cost $621,226)     621,226  
Receivable for Fund shares sold     334,068  
Dividends receivable     249,644  
Interest receivable     550  
Other assets     2,659  
Total assets     137,157,077  
Liabilities        
Payable upon return of securities loaned     4,309,705  
Payable for Fund shares redeemed     4,763  
Accrued management fee     60,138  
Accrued Trustees’ fees     2,872  
Other accrued expenses and payables     89,451  
Total liabilities     4,466,929  
Net assets, at value   $ 132,690,148  
Net Assets Consist of        
Distributable earnings (loss)     (6,497,749
Paid-in capital     139,187,897  
Net assets, at value   $ 132,690,148  
Net Asset Value        

Class A

 
Net Asset Value, and redemption price per share ($129,565,247 ÷ 10,025,875 outstanding shares of beneficial interest, no par value, unlimited shares authorized)   $ 12.92  

Class B

 
Net Asset Value, offering and redemption price per share ($3,124,901 ÷ 240,926 outstanding shares of beneficial interest, no par value, unlimited shares authorized)   $ 12.97  

 

*

Represents collateral on securities loaned.

Statement of Operations

 

for the year ended December 31, 2020
Investment Income        
Income:  
Dividends   $ 3,714,961  
Income distributions — DWS Central Cash Management Government Fund     4,587  
Securities lending income, net of borrower rebates     5,430  
Total income     3,724,978  
Expenses:  
Management fee     800,446  
Administration fee     122,573  
Services to Shareholders     5,680  
Recordkeeping fee (Class B)     1,990  
Distribution service fee (Class B)     7,656  
Custodian fee     3,986  
Professional fees     74,057  
Reports to shareholders     31,173  
Trustees’ fees and expenses     6,080  
Other     7,993  
Total expenses before expense reductions     1,061,634  
Expense reductions     (185,516
Total expenses after expense reductions     876,118  
Net investment income     2,848,860  
Realized and Unrealized gain (loss)        
Net realized gain (loss) from investments     (16,282,685
Change in net unrealized appreciation (depreciation) on investments     (5,587,930
Net gain (loss)     (21,870,615
Net increase (decrease) in net assets resulting from operations   $ (19,021,755
 

 

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

 

Deutsche DWS Variable Series II —

DWS CROCI® U.S. VIP

  |   9


Statements of Changes in Net Assets

 

    Years Ended December 31,  
Increase (Decrease) in Net Assets   2020     2019  
Operations:    
Net investment income (loss)   $ 2,848,860     $ 3,092,197  
Net realized gain (loss)     (16,282,685     6,704,808  
Change in net unrealized appreciation (depreciation)     (5,587,930     31,036,303  
Net increase (decrease) in net assets resulting from operations     (19,021,755     40,833,308  
Distributions to shareholders:    

Class A

    (9,467,191     (14,271,121

Class B

    (221,204     (332,950
Total distributions     (9,688,395     (14,604,071

Class A

   
Proceeds from shares sold     6,978,119       3,373,728  
Reinvestment of distributions     9,467,191       14,271,121  
Payments of shares redeemed     (11,817,632     (15,030,273
Net increase (decrease) in net assets from Class A share transactions     4,627,678       2,614,576  

Class B

   
Proceeds from shares sold     784,815       146,155  
Reinvestment of distributions     221,204       332,950  
Payments of shares redeemed     (873,871     (438,366
Net increase (decrease) in net assets from Class B share transactions     132,148       40,739  
Increase (decrease) in net assets     (23,950,324     28,884,552  
Net assets at beginning of period     156,640,472       127,755,920  
Net assets at end of period   $ 132,690,148     $ 156,640,472  
Other Information                

Class A

   
Shares outstanding at beginning of period     9,489,452       9,266,278  
Shares sold     567,975       231,369  
Shares issued to shareholders in reinvestment of distributions     895,666       1,002,890  
Shares redeemed     (927,218     (1,011,085
Net increase (decrease) in Class A shares     536,423       223,174  
Shares outstanding at end of period     10,025,875       9,489,452  

Class B

   
Shares outstanding at beginning of period     226,957       223,302  
Shares sold     65,344       9,627  
Shares issued to shareholders in reinvestment of distributions     20,809       23,283  
Shares redeemed     (72,184     (29,255
Net increase (decrease) in Class B shares     13,969       3,655  
Shares outstanding at end of period     240,926       226,957  

 

 

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

 

  10     |  

Deutsche DWS Variable Series II —

DWS CROCI® U.S. VIP


Financial Highlights

 

DWS CROCI® U.S. VIP — Class A                                        
   

Years Ended December 31,

 
     2020     2019     2018     2017     2016  
Selected Per Share Data                                        
Net asset value, beginning of period   $ 16.12     $ 13.46     $ 16.64     $ 13.75     $ 15.29  
Income (loss) from investment operations:          

Net investment income (loss)a

    .28       .31       .29       .24       .23  

Net realized and unrealized gain (loss)

    (2.47     3.92       (1.89     2.88       (.93

Total from investment operations

    (2.19     4.23       (1.60     3.12       (.70
Less distributions from:          

Net investment income

    (.31     (.30     (.41     (.23     (.14

Net realized gains on investment transactions

    (.70     (1.27     (1.17           (.70

Total distributions

    (1.01     (1.57     (1.58     (.23     (.84
Net asset value, end of period   $ 12.92     $ 16.12     $ 13.46     $ 16.64     $ 13.75  
Total Return (%)b     (12.16     32.95       (10.50     22.88 c      (4.39
Ratios to Average Net Assets and Supplemental Data                                        
Net assets, end of period ($ millions)     130       153       125       153       227  
Ratio of expenses before expense reductions (%)d     .84       .84       .84       .82       .81  
Ratio of expenses after expense reductions (%)d     .69       .70       .72       .72       .74  
Ratio of net investment income (loss) (%)     2.28       2.13       1.89       1.59       1.66  
Portfolio turnover rate (%)     122       111       100       97       293  

 

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.

 

DWS CROCI® U.S. VIP — Class B                                        
   

Years Ended December 31,

 
     2020     2019     2018     2017     2016  
Selected Per Share Data                                        
Net asset value, beginning of period   $ 16.17     $ 13.50     $ 16.67     $ 13.78     $ 15.31  
Income (loss) from investment operations:          

Net investment income (loss)a

    .24       .27       .24       .20       .19  

Net realized and unrealized gain (loss)

    (2.47     3.92       (1.88     2.87       (.92

Total from investment operations

    (2.23     4.19       (1.64     3.07       (.73
Less distributions from:          

Net investment income

    (.27     (.25     (.36     (.18     (.10

Net realized gains on investment transactions

    (.70     (1.27     (1.17           (.70

Total distributions

    (.97     (1.52     (1.53     (.18     (.80
Net asset value, end of period   $ 12.97     $ 16.17     $ 13.50     $ 16.67     $ 13.78  
Total Return (%)b     (12.41     32.49       (10.71     22.45 c      (4.62
Ratios to Average Net Assets and Supplemental Data                                        
Net assets, end of period ($ millions)     3       4       3       4       4  
Ratio of expenses before expense reductions (%)d     1.16       1.16       1.16       1.15       1.13  
Ratio of expenses after expense reductions (%)d     1.00       1.02       1.04       1.03       1.05  
Ratio of net investment income (loss) (%)     1.96       1.82       1.55       1.31       1.37  
Portfolio turnover rate (%)     122       111       100       97       293  

 

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.

 

Deutsche DWS Variable Series II —

DWS CROCI® U.S. VIP

  |   11


Notes to Financial Statements   

A. Organization and Significant Accounting Policies

DWS CROCI® U.S. VIP (the “Fund”) is a diversified series of Deutsche DWS 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 of up to 0.15% and

Rule 12b-1 fees under the 1940 Act equal to an annual rate of up to 0.25% of the average daily net assets of the Class B shares of the Fund. Class A shares are not subject to such fees.

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

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

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

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

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

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

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

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

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

 

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

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

Securities Lending. Deutsche Bank AG, as lending agent, lends securities of the Fund to certain financial institutions under the terms of its securities lending agreement. During the term of the loans, the Fund continues to receive interest and dividends generated by the securities and to participate in any changes in their market value. The Fund requires the borrowers of the securities to maintain collateral with the Fund consisting of either cash or liquid, unencumbered assets having a value at least equal to the value of the securities loaned. When the collateral falls below specified amounts, the lending agent will use its best effort to obtain additional collateral on the next business day to meet required amounts under the securities lending agreement. During the year ended December 31, 2020, the Fund invested the cash collateral into a joint trading account in DWS Government & Agency Securities Portfolio, an affiliated money market fund managed by DWS Investment Management Americas, Inc. DWS Investment Management Americas, Inc. receives a management/administration fee (0.06% annualized effective rate as of December 31, 2020) 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, 2020, 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 was overnight and continuous.

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

At December 31, 2020, the Fund had a net tax basis capital loss carryforward of approximately $16,383,000, which may be applied against realized net taxable capital gains indefinitely, including short-term losses ($7,570,000) and long-term losses ($8,813,000).

The Fund has reviewed the tax positions for the open tax years as of December 31, 2020 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.

 

Deutsche DWS Variable Series II —

DWS CROCI® U.S. VIP

  |   13


At December 31, 2020, the Fund’s components of distributable earnings on a tax basis were as follows:

 

Undistributed ordinary income*   $ 2,781,971  
Capital loss carryforward   $ (16,383,000
Net unrealized appreciation (depreciation) on investments   $ 7,104,018  

At December 31, 2020, the aggregate cost of investments for federal income tax purposes was $129,466,138. The net unrealized appreciation for all investments based on tax cost was $7,104,018. This consisted of aggregate gross unrealized appreciation for all investments for which there was an excess of value over tax cost of $10,375,870 and aggregate gross unrealized depreciation for all investments for which there was an excess of tax cost over value of $3,271,852.

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

 

    Years Ended December 31,  
     2020     2019  
Distributions from ordinary income*   $ 9,688,395     $ 4,413,315  
Distributions from long-term capital gains   $     $ 10,190,756  

 

*

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, 2020, purchases and sales of investment transactions (excluding short-term investments) aggregated $153,015,940 and $155,014,545, respectively.

C. Related Parties

Management Agreement. Under the Investment Management Agreement with DWS 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.

Prior to October 1, 2020, under the Investment Management Agreement with the Advisor, the Fund paid 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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Effective October 1, 2020, 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     .600
Next $750 million     .575
Next $1.5 billion     .550
Next $2.5 billion     .525
Next $2.5 billion     .500
Next $2.5 billion     .475
Next $2.5 billion     .450
Over $12.5 billion     .425

Accordingly, for the year ended December 31, 2020, the fee pursuant to the Investment Management Agreement was equivalent to an annual rate (exclusive of any applicable waivers/reimbursements) of 0.637% of the Fund’s average daily net assets.

For the period from January 1, 2020 through April 30, 2021, 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     .69
Class B     1.00

For the year ended December 31, 2020, fees waived and/or expenses reimbursed for each class are as follows:

 

Class A   $ 180,597  
Class B     4,919  
    $ 185,516  

Administration Fee. Pursuant to an Administrative Services Agreement, DIMA provides most administrative services to the Fund. Prior to March 1, 2020, for all services provided under the Administrative Services Agreement, the Fund paid the Advisor an annual fee (“Administration Fee”) of 0.10% of the Fund’s average daily net assets, computed and accrued daily and payable monthly. Effective March 1, 2020, for all services provided under the Administrative Services Agreement, the Fund pays the Advisor an annual Administration Fee of 0.097% of the Fund’s average daily net assets, computed and accrued daily and payable monthly. For the year ended December 31, 2020, the Administration Fee was $122,573, of which $10,807 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, 2020, the amounts charged to the Fund by DSC were as follows:

 

Services to Shareholders   Total
Aggregated
    Unpaid at
December 31, 2020
 
Class A   $     432     $         80  
Class B     262       48  
    $ 694     $ 128  

Distribution Service Agreement. Under the Fund’s Class B 12b-1 plan, DWS Distributors, Inc. (“DDI”) received a fee (“Distribution Service Fee”) of up to 0.25% of the average daily net assets of Class B shares. For the year ended December 31, 2020, the Distribution Service Fee aggregated $7,656, of which $662 is unpaid.

Other 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, 2020, the amount charged to the Fund by DIMA included in the Statement of Operations under “Reports to shareholders” aggregated $9,979, of which $3,397 is unpaid.

 

Deutsche DWS Variable Series II —

DWS CROCI® U.S. VIP

  |   15


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, 2020, the Fund incurred securities lending agent fees to Deutsche Bank AG in the amount of $408.

D. Ownership of the Fund

At December 31, 2020, two participating insurance companies were owners of record of 10% or more of the total outstanding Class A shares of the Fund, each owning 59% and 35%. Three participating insurance companies were owners of record of 10% or more of the total outstanding Class B shares of the Fund, each owning 54%, 16% and 10%.

E. Line of Credit

The Fund and other affiliated funds (the “Participants”) share in a $350 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, 2020.

F. Other — COVID-19 Pandemic

A novel coronavirus known as COVID-19, declared a pandemic by the World Health Organization, has caused significant uncertainty, market volatility, decreased economic and other activity and increased government activity. Specifically, COVID-19 has led to significant death and morbidity, and concerns about its further spread have resulted in the closing of schools and non-essential businesses, cancellations, shelter-in place orders, lower consumer spending in certain sectors, social distancing, bans on large social gatherings and travel, quarantines, government economic stimulus measures, reduced productivity, rapid increases in unemployment, increased demand for and strain on government and medical resources, border closings and global trade and supply chain interruptions, among others. The full effects, duration and costs of the COVID-19 pandemic are impossible to predict, and the circumstances surrounding the COVID-19 pandemic will continue to evolve. The pandemic may affect certain countries, industries, economic sectors, companies and investment products more than others, may exacerbate existing economic, political, or social tensions and may increase the probability of an economic recession or depression. The Fund and its investments may be adversely affected by the effects of the COVID-19 pandemic, and a prolonged pandemic may result in the Fund and its service providers experiencing operational difficulties in coordinating a remote workforce and implementing their business continuity plans, among others. Management will continue to monitor the impact COVID-19 has on the Fund and reflect the consequences as appropriate in the Fund’s accounting and financial reporting.

 

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DWS CROCI® U.S. VIP


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 (the “Fund”) (one of the funds constituting Deutsche DWS Variable Series II) (the “Trust”), including the investment portfolio, as of December 31, 2020, 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, 2020, 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, 2020, by correspondence with the custodian and others. 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 12, 2021

 

Deutsche DWS Variable Series II —

DWS CROCI® U.S. VIP

  |   17


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, 2020 to December 31, 2020).

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, 2020  
Actual Fund Return     Class A       Class B  
Beginning Account Value 7/1/20   $ 1,000.00     $ 1,000.00  
Ending Account Value 12/31/20   $ 1,133.30     $ 1,131.80  
Expenses Paid per $1,000*   $ 3.70     $ 5.36  
Hypothetical 5% Fund Return     Class A       Class B  
Beginning Account Value 7/1/20   $ 1,000.00     $ 1,000.00  
Ending Account Value 12/31/20   $ 1,021.67     $ 1,020.11  
Expenses Paid per $1,000*   $ 3.51     $ 5.08  

 

*

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 366.

 

Annualized Expense Ratios   Class A     Class B  
Deutsche DWS Variable Series II — DWS CROCI® U.S. VIP     .69     1.00

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, 35% of the ordinary dividends (i.e., income dividends plus short-term capital gains) paid during the Fund’s fiscal year ended December 31, 2020, 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.

 

Deutsche DWS Variable Series II —

DWS CROCI® U.S. VIP

  |   19


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 2020.

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 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”).

 

 

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 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.

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 also considered the risks to DIMA in sponsoring or managing the Fund, including financial, operational and reputational risks, the potential economic impact to DIMA from such risks and DIMA’s approach to addressing such risks. 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 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

 

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five-year periods ended December 31, 2019, the Fund’s performance (Class A shares) was in the 1st quartile, 1st 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- and three-year periods and has underperformed its benchmark in the five-year period ended December 31, 2019.

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, 2019). The Board noted that, effective March 1, 2020, the fee paid to DIMA under the Fund’s administrative services agreement was reduced to 0.097%. The Board also noted that, effective October 1, 2020, in connection with the 2020 contract renewal process, DIMA agreed to reduce the Fund’s contractual management fee at each breakpoint by 0.05%. 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, 2018, 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 other operational 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 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

 

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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.

The Board also considered that on September 24, 2020, the SEC granted a temporary order permitting DIMA and its affiliates to continue providing investment advisory and underwriting services to the DWS Funds notwithstanding a consent order entered into by Deutsche Bank AG on June 17, 2020 (the “Consent Order”). The Board noted that the temporary order was granted effective as of the date of the Consent Order. The Board also noted various representations by DIMA to the Board relating to the Consent Order, including that the conduct giving rise to the Consent Order (unintentional conduct that resulted from a system outage that prevented Deutsche Bank AG from reporting data in accordance with applicable CFTC requirements for five days in April 2016) did not involve any DWS Fund or services DIMA and its affiliates provide to the DWS Funds, that DIMA and its personnel had no involvement in the alleged conduct giving rise to the Consent Order, and that the DWS Funds would not bear any financial impact or costs relating to the Consent Order.

Based on all of the information considered and the conclusions reached, the Board 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 Trust/Corporation. 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 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 Trust/Corporation. 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. The number of funds in the DWS fund complex shown in the table below includes all registered open- and closed-end funds (including all of their portfolios) advised by the Advisor and any registered funds that have an investment advisor that is an affiliated person of the Advisor.

 

Independent Board Members       
Name, Year of Birth,
Position with the Trust/
Corporation 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); former Chairman, National Association of Small Business Investment Companies; former Directorships: ICI Mutual Insurance Company; BoxTop Media Inc. (advertising); Sun Capital Advisers Trust (mutual funds) (2011–2012)     73    

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 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.; Oak Brook Bank; and Prisma Energy International. Not-for-Profit Director/Trustee: Palm Beach Civic Association; Window to the World Communications (public media); Life Director of Harris Theater for Music and Dance (Chicago); Life Director of Hubbard Street Dance Chicago; former Not-for-Profit Directorships: Public Radio International     73     Portland
General
Electric2
(utility
company)
(2003–
present)

Dawn-Marie Driscoll (1946)

 

Board Member since 1987

  Emeritus Executive Fellow, Center for Business Ethics, Bentley University; formerly: 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)     73    

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)     73     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     73    

 

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Name, Year of Birth,
Position with the Trust/
Corporation 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

Rebecca W. Rimel (1951)

 

Board Member since 1995

  Senior Advisor, The Pew Charitable Trusts (charitable organization) (since July 2020); 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); President, Chief Executive Officer and Director, The Pew Charitable Trusts (charitable organization) (1994–2020)     73     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)     73    

 

Officers4    
Name, Year of Birth,
Position with the Trust/
Corporation and
Length of Time Served5
  Business Experience and Directorships During the Past Five Years

Hepsen Uzcan6 (1974)

 

President and Chief Executive Officer, 2017–present

  Managing Director3, DWS; Secretary, DWS USA Corporation (2018–present); Assistant Secretary, DWS Distributors, Inc. (2018–present); Director and Vice President, DWS Service Company (2018–present); Assistant Secretary, DWS Investment Management Americas, Inc. (2018–present); Director and President, DB Investment Managers, Inc. (2018–present); President and Chief Executive Officer, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2017–present); formerly: Vice President for the Deutsche funds (2016–2017); Assistant Secretary for the DWS funds (2013–2019); Assistant Secretary, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2013–2020); Directorships: Interested Director, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (since June 25, 2020); ICI Mutual Insurance Company (since October 16, 2020); and Episcopalian Charities of New York (2018–present)

John Millette7 (1962)

 

Vice President and Secretary, 1999–present

  Director,3 DWS; Chief Legal Officer, DWS Investment Management Americas, Inc. (2015–present); Director and Vice President, DWS Trust Company (2016–present); Secretary, DBX ETF Trust (2020–present); Secretary, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2011–present); formerly: Secretary, Deutsche Investment Management Americas Inc. (2015–2017); Assistant Secretary, DBX ETF Trust (2019–2020); Assistant Secretary (July 14, 2006–December 31, 2010) and Secretary (January 31, 2006–July 13, 2006), The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc.

Ciara Crawford8 (1984)

 

Assistant Secretary, (2019–present)

  Associate, DWS (since 2015); previously, Legal Assistant at Accelerated Tax Solutions.

Diane Kenneally7 (1966)

 

Chief Financial Officer and Treasurer, 2018–present

  Director,3 DWS; Treasurer, Chief Financial Officer and Controller, DBX ETF Trust (2019–present); Treasurer and Chief Financial Officer, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2018–present); formerly: Assistant Treasurer for the DWS funds (2007–2018)

Paul Antosca7 (1957)

 

Assistant Treasurer, 2007–present

  Director,3 DWS; and Assistant Treasurer, DBX ETF Trust (2019–present)

Sheila Cadogan7 (1966)

 

Assistant Treasurer, 2017–present

  Director,3 DWS; Director and Vice President, DWS Trust Company (2018–present); Assistant Treasurer, DBX ETF Trust (2019–present); Assistant Treasurer, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2018–present)

Scott D. Hogan7 (1970)

 

Chief Compliance Officer, 2016–present

  Director,3 DWS; Chief Compliance Officer, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2016–present)

Caroline Pearson7 (1962)

 

Chief Legal Officer, 2010–present

  Managing Director3, DWS; Assistant Secretary, DBX ETF Trust (2020–present); Chief Legal Officer, DBX Advisors LLC and DBX Strategic Advisors LLC (2020–present); Chief Legal Officer, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2012–present); formerly: Secretary, Deutsche AM Distributors, Inc. (2002–2017); and Secretary, Deutsche AM Service Company (2010–2017)

 

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DWS CROCI® U.S. VIP


Name, Year of Birth,
Position with the Trust/
Corporation and
Length of Time Served5
  Business Experience and Directorships During the Past Five Years

Michelle Goveia-Pine6 (1970)

 

Interim Anti-Money Laundering Compliance Officer,

since July 10, 2020

  Director,3 DWS; Interim AML Officer, DWS Trust Company (since July 28, 2020); Interim AML Officer, DBX ETF Trust (since July 9, 2020); Interim AML Officer, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (since July 24, 2020)

 

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: 875 Third Avenue, New York, NY 10022.

 

7 

Address: 100 Summer Street, Boston, MA 02110.

 

8 

Address: 5022 Gate Parkway, Suite 400, Jacksonville, FL 32256.

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


Notes


LOGO  

VS2CUS-2 (R-025833-10 2/21)

 


December 31, 2020

Annual Report

Deutsche DWS Variable Series II

 

 

DWS Global Equity VIP

 

 

LOGO


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. 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. The Fund may lend securities to approved institutions. Please read the prospectus for details.

War, terrorism, economic uncertainty, trade disputes, public health crises (including the recent pandemic spread of the novel coronavirus) and related geopolitical events could lead to increased market volatility, disruption to U.S. and world economies and markets and may have significant adverse effects on the Fund and its investments.

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, 2020 (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, 2020 is 1.22% 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

 

 

LOGO

  

The MSCI All Country World Index is an unmanaged equity index which captures large and mid-capitalization representation across 23 developed markets and 26 emerging markets countries. It covers approximately 85% of the global investable equity opportunity set.

 

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

 

Prior to July 12, 2013, the Fund was named DWS Diversified International Equity VIP and had a subadvisor and a different investment management team that operated with a different investment strategy. Performance would have been different if the fund’s current investment strategy had been in effect.

 

Comparative Results            
DWS Global Equity VIP    1-Year    3-Year    5-Year    10-Year
Class A   Growth of $10,000    $12,452    $15,081    $19,850    $24,281
    Average annual total return    24.52%    14.68%    14.70%    9.28%
MSCI All Country World Index   Growth of $10,000    $11,625    $13,332    $17,828    $23,956
  Average annual total return    16.25%    10.06%    12.26%    9.13%

The growth of $10,000 is cumulative.

 

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  |   3


Management Summary   December 31, 2020 (Unaudited)

Class A shares of the Fund gained 24.52% (unadjusted for contract charges) in 2020 and strongly outperformed the 16.25% return of the MSCI All Country World Index. The Fund outpaced the index in the three-, five-, and 10-year periods that ended on December 31, 2020.

After a difficult start brought about by the emergence of COVID-19, global equities rebounded to close the year with a healthy gain. The recovery reflected optimism that the aggressive stimulus provided by world governments and central banks would sustain the economy until the virus had dissipated. The approval of multiple vaccines for COVID-19 also led to an improvement in the economic outlook, fueling an impressive rally in the major equity indexes in the final two months of the year.

Our emphasis on growth stocks was a key factor in the Fund’s outperformance in 2020. The growth style delivered a return that was well ahead of value, creating a tailwind for our strategy relative to the blended benchmark.

The Fund’s holdings outpaced the index by the widest margin in health care, led by positions in Lonza Group AG and Danaher Corp. Financials were an additional area of strength, with the largest contributions coming from Progressive Corp. and Brookfield Asset Management, Inc. We also added value through stock selection in communication services and information technology, where the top contributors were Spotify Technology SA and ServiceNow, Inc., respectively. The consumer discretionary sector was the only area where we underperformed to a meaningful extent, with the bulk of the shortfall resulting from a zero weighting in Tesla, Inc.

Amid the elevated uncertainty associated with COVID-19, we remained guided by our longstanding approach of investing in high-quality, innovative businesses that we believe can grow irrespective of the macroeconomic environment. As part of this process, we added new holdings in stocks we viewed as being especially well suited to navigate the cross-currents resulting from the pandemic. Some of these were immediate beneficiaries, such as Amazon.com, Inc. — which saw an accelerated adoption of ecommerce and cloud services — as well as Hologic, Inc. and Quidel Corp., which were quick to provide coronavirus tests in volume. We also established positions in RingCentral, Inc., which we believed would experience accelerating demand for its cloud-based, enterprise communication services, and Terminix Global Holdings, Inc., where the generally positive trends in the pest control market were augmented by corporate restructuring. Later in the year, as the likelihood of a vaccine increased, we looked for secular growth stocks that could benefit from a reopening. For instance, we added a position Match Group, Inc., an operator of several online dating sites and apps, and PPD, Inc., a contract research organization positioned to capitalize on a step-up in pharmaceutical- and biotechnology-related funding.

From a regional perspective, the Fund remained well diversified across Europe, China, and North America. Although we emphasize the developed markets, we look for growing businesses in the emerging markets (as well as companies with a large portion of their revenues from this segment) on the belief that the category features attractive long-term growth prospects. At the sector level, the Fund was overweight in technology, health care, and industrials, and its largest underweights were in energy and materials. This positioning is the result of our bottom-up stock selection process, rather than a top-down view.

We continue to see opportunities in companies that are positioned for long-term, sustainable growth as they capitalize on dynamic and widening addressable markets. We are finding this to be the case not only in growth sectors, but also in more traditional businesses (such as those in the financials, insurance, education, and health care industries) that are quickly embracing new solutions to adapt to the disrupting forces. Many companies in these areas also stand to benefit from the falling costs and increasing productivity that technology-enabled innovation provides.

With visibility remaining clouded due to renewed lockdowns and surging coronavirus cases around the world, we believe it’s essential to calibrate the portfolio’s risk-reward characteristics carefully and ensure the appropriate level of diversification across industries, regions, and stages of the corporate life cycle.

Sebastian P. Werner, PhD, 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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Terms to Know

MSCI All Country World Index is an unmanaged equity index which captures large and mid-capitalization representation across 23 developed markets and 26 emerging markets countries. It covers approximately 85% of the global investable equity opportunity set.

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

Stock selection refers to the performance of the fund’s holdings in a given sector relative to the sector as a whole.

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

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

 

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  |   5


Portfolio Summary   (Unaudited)

 

Asset Allocation (As a % of Investment Portfolio excluding Securities Lending Collateral)    12/31/20      12/31/19  
Common Stocks      99%        99%  
Cash Equivalent      1%        1%  
       100%        100%  
Sector Diversification (As a % of Investment Portfolio excluding Securities Lending Collateral and Cash
Equivalents)
   12/31/20      12/31/19  
Information Technology      27%        21%  
Health Care      17%        15%  
Financials      15%        20%  
Consumer Discretionary      11%        11%  
Communication Services      11%        8%  
Industrials      8%        10%  
Consumer Staples      7%        7%  
Materials      3%        4%  
Energy      1%        3%  
Real Estate             1%  
       100%        100%  
Geographical Diversification (As a % of Investment Portfolio excluding Securities Lending Collateral
and Cash Equivalents)
   12/31/20      12/31/19  
United States      57%        52%  
China      7%        7%  
Germany      6%        9%  
Canada      5%        7%  
Switzerland      5%        5%  
Japan      4%        4%  
France      3%        4%  
United Kingdom      3%        3%  
Ireland      3%        3%  
Sweden      2%        1%  
Argentina      2%        2%  
Other      3%        3%  
       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 posted on dws.com, and is available free of charge by contacting your financial intermediary, or if you are a direct investor, by calling (800) 728-3337. In addition, the portfolio holdings listing is filed with the SEC on the Fund’s Form N-PORT and will be available on the SEC’s Web site at sec.gov. Additional portfolio holdings for the Fund are also posted on dws.com from time to time. Please see the Fund’s current prospectus for more information.

 

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DWS Global Equity VIP


Investment Portfolio   as of December 31, 2020

 

    Shares     Value ($)  
Common Stocks 98.9%    
Argentina 1.9%

 

Globant SA*
(Cost $140,221)

    2,720       591,899  
Brazil 1.0%

 

Pagseguro Digital Ltd. “A”*
(Cost $222,301)

    5,800       329,904  
Canada 5.1%

 

Agnico Eagle Mines Ltd.

    4,650       327,872  

Alimentation Couche-Tard, Inc. “B”

    10,340       352,384  

Brookfield Asset Management, Inc. “A”

    22,840       944,175  
   

 

 

 

(Cost $638,294)

 

    1,624,431  
China 6.8%

 

Alibaba Group Holding Ltd. (ADR)*

    2,400       558,552  

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

    1,490       276,857  

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

    41,500       509,754  

Tencent Holdings Ltd.

    11,200       813,563  
   

 

 

 

(Cost $1,107,564)

 

    2,158,726  
France 3.4%

 

Cie de St-Gobain SA*

    5,400       249,154  

LVMH Moet Hennessy Louis Vuitton SE

    275       171,674  

Schneider Electric SE

    971       140,956  

TOTAL SE

    4,000       172,590  

VINCI SA

    3,450       343,708  
   

 

 

 

(Cost $981,501)

 

    1,078,082  
Germany 6.0%

 

adidas AG*

    485       177,118  

Allianz SE (Registered)

    2,055       504,458  

Deutsche Boerse AG

    3,650       621,988  

Evonik Industries AG

    5,530       180,842  

Fresenius Medical Care AG & Co. KGaA

    5,055       428,291  
   

 

 

 

(Cost $1,432,327)

 

    1,912,697  
Ireland 2.9%

 

Experian PLC

    11,041       419,442  

Kerry Group PLC “A” (a)

    49       7,101  

Kerry Group PLC “A” (a)

    3,451       500,151  
   

 

 

 

(Cost $484,487)

 

    926,694  
Japan 3.6%

 

Kao Corp.

    2,800       216,126  

Keyence Corp.

    1,200       675,410  

SMC Corp.

    435       265,729  
   

 

 

 

(Cost $691,434)

 

    1,157,265  
Luxembourg 0.9%

 

Eurofins Scientific SE*
(Cost $77,647)

    3,600       302,750  
Singapore 0.9%

 

DBS Group Holdings Ltd.
(Cost $279,300)

    15,200       288,575  
    Shares     Value ($)  
Sweden 1.9%

 

Assa Abloy AB “B”

    6,700       165,388  

Spotify Technology SA* (b)

    1,445       454,684  
   

 

 

 

(Cost $343,592)

 

    620,072  
Switzerland 5.0%

 

Lonza Group AG (Registered)

    1,524       982,594  

Nestle SA (Registered)

    5,185       611,332  
   

 

 

 

(Cost $404,923)

 

    1,593,926  
United Kingdom 3.3%

 

Aon PLC “A” (b)

    1,500       316,905  

Compass Group PLC

    8,360       155,666  

Halma PLC

    8,200       275,112  

Spirax-Sarco Engineering PLC

    1,950       302,324  
   

 

 

 

(Cost $447,073)

 

    1,050,007  
United States 56.2%

 

Activision Blizzard, Inc.

    6,311       585,976  

Alphabet, Inc. “A”*

    450       788,688  

Amazon.com, Inc.*

    141       459,227  

AMETEK, Inc.

    4,195       507,343  

Amphenol Corp. “A”

    5,600       732,312  

Apple, Inc.

    4,620       613,028  

Applied Materials, Inc.

    5,750       496,225  

AZEK Co., Inc.*

    4,300       165,335  

Becton, Dickinson & Co.

    1,171       293,008  

Certara, Inc.*

    1,408       47,478  

ContextLogic, Inc. “A”* (c)

    4,860       88,646  

Danaher Corp.

    4,980       1,106,257  

DexCom, Inc.*

    760       280,987  

Ecolab, Inc.

    2,280       493,301  

EPAM Systems, Inc.*

    1,800       645,030  

Exact Sciences Corp.*

    2,005       265,642  

Fiserv, Inc.*

    4,400       500,984  

Hologic, Inc.*

    3,500       254,905  

Intuit, Inc.

    1,050       398,843  

Johnson & Johnson

    1,700       267,546  

JPMorgan Chase & Co.

    4,550       578,168  

LivePerson, Inc.*

    1,600       99,568  

MasterCard, Inc. “A”

    1,740       621,076  

Match Group, Inc.*

    1,905       288,017  

McDonald’s Corp.

    1,800       386,244  

Microsoft Corp.

    4,640       1,032,029  

Mondelez International, Inc. “A”

    8,435       493,194  

NVIDIA Corp.

    1,130       590,086  

PPD, Inc*

    9,800       335,356  

Progressive Corp.

    9,700       959,136  

Quidel Corp.*

    955       171,566  

RingCentral, Inc. “A”*

    550       208,434  

Schlumberger NV

    6,700       146,261  

ServiceNow, Inc.*

    1,375       756,841  

T-Mobile U.S., Inc.*

    3,000       404,550  

Terminix Global Holdings, Inc.*

    8,100       413,181  

TJX Companies, Inc.

    4,731       323,080  

Vroom, Inc.*

    4,000       163,880  

YETI Holdings, Inc.*

    6,800       465,596  

Zoetis, Inc.

    3,260       539,530  
   

 

 

 

(Cost $8,390,740)

 

    17,966,554  

Total Common Stocks (Cost $15,641,404)

 

    31,601,582  
 

 

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

 

Deutsche DWS Variable Series II —

DWS Global Equity VIP

  |   7


    Shares     Value ($)  

Securities Lending Collateral 0.4%

 

DWS Government & Agency Securities Portfolio “DWS Government Cash Institutional Shares”, 0.03% (d) (e)
(Cost $117,216)

    117,216       117,216  
Cash Equivalents 0.9%    

DWS Central Cash Management Government Fund, 0.08% (d)
(Cost $302,262)

    302,262       302,262  
    % of
Net Assets
    Value ($)  

Total Investment Portfolio
(Cost $16,060,882)

    100.2       32,021,060  
Other Assets and Liabilities, Net     (0.2     (76,607
Net Assets     100.0       31,944,453  
 

A summary of the Fund’s transactions with affiliated investments during the year ended December 31, 2020 are as follows:

 

Value ($) at
12/31/2019
  Purchases
Cost ($)
    Sales
Proceeds ($)
    Net
Realized
Gain/
(Loss) ($)
    Net Change in
Unrealized
Appreciation
(Depreciation) ($)
    Income ($)     Capital Gain
Distributions ($)
    Number
of Shares
at
12/31/2020
    Value ($)
at
12/31/2020
 

Securities Lending Collateral 0.4%

 

       

DWS Government & Agency Securities Portfolio “DWS Government Cash Institutional Shares”, 0.03% (d) (e)

 

836,078           718,862  (f)                  6,859             117,216       117,216  

Cash Equivalents 0.9%

 

DWS Central Cash Management Government Fund, 0.08% (d)

 

364,206     5,341,887       5,403,831                   1,093             302,262       302,262  
1,200,284     5,341,887       6,122,693                   7,952             419,478       419,478  

 

*

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, 2020 amounted to $118,778, 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 cash 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 in cash collateral for the year ended December 31, 2020.

ADR: American Depositary Receipt

 

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

 

  8     |  

Deutsche DWS Variable Series II —

DWS Global Equity VIP


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, 2020 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

  $ 591,899     $     $      $ 591,899  

Brazil

    329,904                    329,904  

Canada

    1,624,431                    1,624,431  

China

    835,409       1,323,317              2,158,726  

France

          1,078,082              1,078,082  

Germany

          1,912,697              1,912,697  

Ireland

          926,694              926,694  

Japan

          1,157,265              1,157,265  

Luxembourg

          302,750              302,750  

Singapore

          288,575              288,575  

Sweden

    454,684       165,388              620,072  

Switzerland

          1,593,926              1,593,926  

United Kingdom

    316,905       733,102              1,050,007  

United States

    17,966,554                    17,966,554  
Short-Term Investments (g)     419,478                    419,478  
Total   $     22,539,264     $     9,481,796     $                 —      $     32,021,060  

 

(g)

See Investment Portfolio for additional detailed categorizations.

 

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

 

Deutsche DWS Variable Series II —

DWS Global Equity VIP

  |   9


Statement of
Assets and Liabilities

 

 

as of December 31, 2020        
Assets        
Investments in non-affiliated securities, at value (cost $15,641,404) — including $118,778 of securities loaned   $ 31,601,582  
Investment in DWS Government & Agency Securities Portfolio (cost $117,216)*     117,216  
Investment in DWS Central Cash Management Government Fund (cost $302,262)     302,262  
Foreign currency, at value (cost $114,598)     116,524  
Receivable for investments sold     32,435  
Receivable for Fund shares sold     45  
Dividends receivable     9,487  
Interest receivable     327  
Foreign taxes recoverable     7,375  
Other assets     593  
Total assets     32,187,846  
Liabilities        
Cash overdraft     32,435  
Payable upon return of securities loaned     117,216  
Payable for Fund shares redeemed     3,011  
Accrued management fee     13,315  
Accrued Trustees’ fees     822  
Other accrued expenses and payables     76,594  
Total liabilities     243,393  
Net assets, at value     31,944,453  
Net Assets Consist of        
Distributable earnings (loss)     17,384,773  
Paid-in capital     14,559,680  
Net assets, at value     31,944,453  
Net Asset Value        

Class A

 
Net asset value, offering and redemption price per share ($31,944,453 ÷ 2,081,012 outstanding shares of beneficial interest, no par value, unlimited number of shares authorized)   $ 15.35  

 

*

Represents collateral on securities loaned.

 

    
Statement of Operations

 

 

for the year ended December 31, 2020

 

Investment Income        
Income:  
Dividends (net of foreign taxes withheld of $18,732)   $ 341,401  
Income distributions — DWS Central Cash Management Government Fund     1,093  
Securities lending income, net of borrower rebates     6,859  
Total income     349,353  
Expenses:  
Management fee     186,533  
Administration fee     27,987  
Services to shareholders     179  
Custodian fee     6,799  
Professional fees     72,955  
Reports to shareholders     28,283  
Trustees’ fees and expenses     2,956  
Other     6,886  
Total expenses before expense reductions     332,578  
Expense reductions     (91,520
Total expenses after expense reductions     241,058  
Net investment income     108,295  
Realized and Unrealized Gain (Loss)        
Net realized gain (loss) from:  
Investments    
1,392,461
 
Foreign currency     2,207  
      1,394,668  
Change in net unrealized appreciation (depreciation) on:  
Investments     4,804,272  
Foreign currency     3,440  
      4,807,712  
Net gain (loss)     6,202,380  
Net increase (decrease) in net assets resulting from operations   $ 6,310,675  
 

 

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

 

  10     |  

Deutsche DWS Variable Series II —

DWS Global Equity VIP


Statements of Changes in Net Assets    

 

    Years Ended December 31,  
Increase (Decrease) in Net Assets  

2020

   

2019

 
Operations:    
Net investment income (loss)   $ 108,295     $ 197,722  
Net realized gain (loss)     1,394,668       987,156  
Change in net unrealized appreciation (depreciation)     4,807,712       7,411,902  
Net increase (decrease) in net assets resulting from operations     6,310,675       8,596,780  
Distributions to shareholders:    
Class A     (1,173,276     (2,329,682
      (1,173,276     (2,329,682
Fund share transactions:    

Class A

   
Proceeds from shares sold     850,800       1,084,314  
Reinvestment of distributions     1,173,276       2,329,682  
Payments for shares redeemed     (5,118,359     (4,708,430
Net increase (decrease) in net assets from Class A share transactions     (3,094,283     (1,294,434
Increase (decrease) in net assets     2,043,116       4,972,664  
Net assets at beginning of period     29,901,337       24,928,673  
Net assets at end of period     31,944,453       29,901,337  
Other Information                

Class A

   
Shares outstanding at beginning of period     2,310,277       2,415,204  
Shares sold     63,092       87,985  
Shares issued to shareholders in reinvestment of distributions     107,739       200,144  
Shares redeemed     (400,096     (393,056
Net increase (decrease) in Class A shares     (229,265     (104,927
Shares outstanding at end of period     2,081,012       2,310,277  

 

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

 

Deutsche DWS Variable Series II —

DWS Global Equity VIP

  |   11


Financial Highlights

DWS Global Equity VIP — Class A                                    
   

Years Ended December 31,

 
    

2020

   

2019

   

2018

   

2017

    

2016

 
Selected Per Share Data                                         
Net asset value, beginning of period     $12.94     $ 10.32       $11.70       $9.48      $ 9.00  
Income (loss) from investment operations:           

Net investment incomea

    .05       .08       .06       .05        .04  

Net realized and unrealized gain (loss)

    2.90       3.55       (1.35     2.22        .51  

Total from investment operations

    2.95       3.63       (1.29     2.27        .55  
Less distributions from:           

Net investment income

    (.09     (.06     (.09     (.05      (.07

Net realized gains

    (.45     (.95                   

Total distributions

    (.54     (1.01     (.09     (.05      (.07
Net asset value, end of period     $15.35     $ 12.94       $10.32     $ 11.70      $ 9.48  
Total Return (%)b     24.52       36.26       (11.12     24.04        6.11 c 
Ratios to Average Net Assets and Supplemental Data                                         
Net assets, end of period ($ millions)     32       30       25       31        43  
Ratio of expenses before expense reductions (%)d     1.16       1.22       1.22       1.06        1.03  
Ratio of expenses after expense reductions (%)d     .84       .88       .92       .95        .95  
Ratio of net investment income (%)     .38       .69       .51       .49        .49  
Portfolio turnover rate (%)     13       12       43       19        46  

 

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.

 

  12     |  

Deutsche DWS Variable Series II —

DWS Global Equity VIP


Notes to Financial Statements  

A. Organization and Significant Accounting Policies

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

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

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

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

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

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

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

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

Securities Lending. Deutsche Bank AG, as lending agent, lends securities of the Fund to certain financial institutions under the terms of its securities lending agreement. During the term of the loans, the Fund continues to receive interest and dividends generated by the securities and to participate in any changes in their market value. The Fund requires the borrowers of the securities to maintain collateral with the Fund consisting of either cash or liquid, unencumbered assets having a value at least equal to the value of the securities loaned. When the collateral falls below specified amounts, the lending agent will use its best effort to obtain additional collateral on the next business day to meet required amounts under the securities lending agreement. As of period end, any securities on loan were collateralized by cash. During the year ended December 31, 2020, the Fund invested the cash collateral into a joint trading account in DWS Government &

 

Deutsche DWS Variable Series II —

DWS Global Equity VIP

  |   13


Agency Securities Portfolio, an affiliated money market fund managed by DWS Investment Management Americas, Inc. DWS Investment Management Americas, Inc. receives a management/administration fee (0.06% annualized effective rate as of December 31, 2020) 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, 2020, the Fund had securities on loan, which were classified as common stocks in the Investment Portfolio. Due to the increased market values of securities on loan on December 31, 2020, the value of the related collateral was less than the value of securities on loan at period end. On the next business day, additional collateral was received, and the value of collateral exceeded the value of the securities on loan. As of period end, the remaining contractual maturity of the collateral agreements was 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, 2020 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.

 

  14     |  

Deutsche DWS Variable Series II —

DWS Global Equity VIP


At December 31, 2020, the Fund’s components of distributable earnings on a tax basis were as follows:

 

Undistributed ordinary income*   $ 112,997  
Undistributed long-term capital gains   $ 1,365,388  
Net unrealized appreciation (depreciation) on investments   $ 15,903,745  

At December 31, 2020, the aggregate cost of investments for federal income tax purposes was $16,117,315. The net unrealized appreciation for all investments based on tax cost was $15,903,745. This consisted of aggregate gross unrealized appreciation for all investments for which there was an excess of value over tax cost of $16,238,771 and aggregate gross unrealized depreciation for all investments for which there was an excess of tax cost over value of $335,026.

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

 

    Years Ended December 31,  
     2020     2019  
Distributions from ordinary income*   $ 483,878     $ 144,985  
Distributions from long-term capital gains   $ 689,398     $ 2,184,697  

 

*

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, 2020, purchases and sales of investment transactions (excluding short-term investments) aggregated $3,602,234 and $7,808,353, respectively.

C. Related Parties

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

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

 

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

Accordingly, for the year ended December 31, 2020, 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.

 

Deutsche DWS Variable Series II —

DWS Global Equity VIP

  |   15


For the period from January 1, 2020 through April 30, 2021, 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 0.84%.

For the year ended December 31, 2020, fees waived and/or expenses reimbursed were $91,520.

Administration Fee. Pursuant to an Administrative Services Agreement, DIMA provides most administrative services to the Fund. Prior to March 1, 2020, for all services provided under the Administrative Services Agreement, the Fund paid DIMA an annual fee (“Administration Fee”) of 0.10% of the Fund’s average daily net assets, computed and accrued daily and payable monthly. Effective March 1, 2020, for all services provided under the Administrative Services Agreement, the Fund pays the Advisor an annual Administration Fee of 0.097% of the Fund’s average daily net assets, computed and accrued daily and payable monthly. For the year ended December 31, 2020, the Administration Fee was $27,987, of which $2,584 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, 2020, the amounts charged to the Fund by DSC aggregated $91, of which $16 is unpaid.

Other 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, 2020, the amount charged to the Fund by DIMA included in the Statement of Operations under “Reports to shareholders” aggregated $8,945, of which $3,214 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, 2020, the Fund incurred lending agent fees to Deutsche Bank AG in the amount of $517.

D. Ownership of the Fund

At December 31, 2020, 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 $350 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, 2020.

 

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DWS Global Equity VIP


F. Other — COVID-19 Pandemic

A novel coronavirus known as COVID-19, declared a pandemic by the World Health Organization, has caused significant uncertainty, market volatility, decreased economic and other activity and increased government activity. Specifically, COVID-19 has led to significant death and morbidity, and concerns about its further spread have resulted in the closing of schools and non-essential businesses, cancellations, shelter-in place orders, lower consumer spending in certain sectors, social distancing, bans on large social gatherings and travel, quarantines, government economic stimulus measures, reduced productivity, rapid increases in unemployment, increased demand for and strain on government and medical resources, border closings and global trade and supply chain interruptions, among others. The full effects, duration and costs of the COVID-19 pandemic are impossible to predict, and the circumstances surrounding the COVID-19 pandemic will continue to evolve. The pandemic may affect certain countries, industries, economic sectors, companies and investment products more than others, may exacerbate existing economic, political, or social tensions and may increase the probability of an economic recession or depression. The Fund and its investments may be adversely affected by the effects of the COVID-19 pandemic, and a prolonged pandemic may result in the Fund and its service providers experiencing operational difficulties in coordinating a remote workforce and implementing their business continuity plans, among others. Management will continue to monitor the impact COVID-19 has on the Fund and reflect the consequences as appropriate in the Fund’s accounting and financial reporting.

 

Deutsche DWS Variable Series II —

DWS Global Equity VIP

  |   17


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 (the “Fund”) (one of the funds constituting Deutsche DWS Variable Series II) (the “Trust”), including the investment portfolio, as of December 31, 2020, 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, 2020, 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, 2020, by correspondence with the custodian and others. 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 12, 2021

 

  18     |  

Deutsche DWS Variable Series II —

DWS Global Equity VIP


Information About Your Fund’s Expenses   (Unaudited)

As an investor of the Fund, you incur two types of costs: ongoing expenses and transaction costs. Ongoing expenses include management fees and other Fund expenses. Examples of transaction costs include contract charges, which are not shown in this section. The following tables are intended to help you understand your ongoing expenses (in dollars) of investing in the Fund and to help you compare these expenses with the ongoing expenses of investing in other mutual funds. In the most recent six-month period, the Fund limited these expenses; had it not done so, expenses would have been higher. The example in the table is based on an investment of $1,000 invested at the beginning of the six-month period and held for the entire period (July 1, 2020 to December 31, 2020).

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, 2020       
Actual Fund Return     Class A  
Beginning Account Value 7/1/20   $ 1,000.00  
Ending Account Value 12/31/20   $ 1,220.20  
Expenses Paid per $1,000*   $ 4.69  
Hypothetical 5% Fund Return     Class A  
Beginning Account Value 7/1/20   $ 1,000.00  
Ending Account Value 12/31/20   $ 1,020.91  
Expenses Paid per $1,000*   $ 4.27  

 

*

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 366.

 

Annualized Expense Ratio   Class A  
Deutsche DWS Variable Series II — DWS Global Equity VIP     .84

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

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

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

 

Deutsche DWS Variable Series II —

DWS Global Equity VIP

  |   19


Tax Information   (Unaudited)

The Fund paid distributions of $.32 per share from net long-term capital gains during its year ended December 31, 2020.

For corporate shareholders, 35% of the ordinary dividends (i.e., income dividends plus short-term capital gains) paid during the Fund’s fiscal year ended December 31, 2020 qualified for the dividends received deduction.

Pursuant to Section 852 of the Internal Revenue Code, the Fund designates $1,509,000 as capital gain dividends for its year ended December 31, 2020.

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.

 

  20     |  

Deutsche DWS Variable Series II —

DWS Global Equity VIP


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 2020.

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 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”).

 

 

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 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.

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 also considered the risks to DIMA in sponsoring or managing the Fund, including financial, operational and reputational risks, the potential economic impact to DIMA from such risks and DIMA’s approach to addressing such risks. 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 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

 

Deutsche DWS Variable Series II —

DWS Global Equity VIP

  |   21


five-year periods ended December 31, 2019, the Fund’s performance (Class A shares) was in the 1st quartile, 2nd quartile and 2nd quartile, respectively, of the applicable Morningstar universe (the 1st quartile being the best performers and the 4th quartile being the worst performers). The Board also observed that the Fund has outperformed its benchmark in the one-, three- and five-year periods ended December 31, 2019.

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, 2019). The Board noted that, effective March 1, 2020, the fee paid to DIMA under the Fund’s administrative services agreement was reduced to 0.097%. 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, 2019, 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.

 

  22     |  

Deutsche DWS Variable Series II —

DWS Global Equity VIP


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.

The Board also considered that on September 24, 2020, the SEC granted a temporary order permitting DIMA and its affiliates to continue providing investment advisory and underwriting services to the DWS Funds notwithstanding a consent order entered into by Deutsche Bank AG on June 17, 2020 (the “Consent Order”). The Board noted that the temporary order was granted effective as of the date of the Consent Order. The Board also noted various representations by DIMA to the Board relating to the Consent Order, including that the conduct giving rise to the Consent Order (unintentional conduct that resulted from a system outage that prevented Deutsche Bank AG from reporting data in accordance with applicable CFTC requirements for five days in April 2016) did not involve any DWS Fund or services DIMA and its affiliates provide to the DWS Funds, that DIMA and its personnel had no involvement in the alleged conduct giving rise to the Consent Order, and that the DWS Funds would not bear any financial impact or costs relating to the Consent Order.

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

 

Deutsche DWS Variable Series II —

DWS Global Equity VIP

  |   23


Board Members and Officers

The following table presents certain information regarding the Board Members and Officers of the Trust/Corporation. 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 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 Trust/Corporation. 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. The number of funds in the DWS fund complex shown in the table below includes all registered open- and closed-end funds (including all of their portfolios) advised by the Advisor and any registered funds that have an investment advisor that is an affiliated person of the Advisor.

 

Independent Board Members       
Name, Year of Birth,
Position with the Trust/
Corporation 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); former Chairman, National Association of Small Business Investment Companies; former Directorships: ICI Mutual Insurance Company; BoxTop Media Inc. (advertising); Sun Capital Advisers Trust (mutual funds) (2011–2012)     73    

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 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.; Oak Brook Bank; and Prisma Energy International. Not-for-Profit Director/Trustee: Palm Beach Civic Association; Window to the World Communications (public media); Life Director of Harris Theater for Music and Dance (Chicago); Life Director of Hubbard Street Dance Chicago; former Not-for-Profit Directorships: Public Radio International     73     Portland
General
Electric2
(utility
company)
(2003–
present)

Dawn-Marie Driscoll (1946)

 

Board Member since 1987

  Emeritus Executive Fellow, Center for Business Ethics, Bentley University; formerly: 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)     73    

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)     73     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     73    

 

  24     |  

Deutsche DWS Variable Series II —

DWS Global Equity VIP


Name, Year of Birth,
Position with the Trust/
Corporation 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

Rebecca W. Rimel (1951)

 

Board Member since 1995

  Senior Advisor, The Pew Charitable Trusts (charitable organization) (since July 2020); 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); President, Chief Executive Officer and Director, The Pew Charitable Trusts (charitable organization) (1994–2020)     73     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)     73    

 

Officers4    
Name, Year of Birth,
Position with the Trust/
Corporation and
Length of Time Served5
  Business Experience and Directorships During the Past Five Years

Hepsen Uzcan6 (1974)

 

President and Chief Executive Officer, 2017–present

  Managing Director3, DWS; Secretary, DWS USA Corporation (2018–present); Assistant Secretary, DWS Distributors, Inc. (2018–present); Director and Vice President, DWS Service Company (2018–present); Assistant Secretary, DWS Investment Management Americas, Inc. (2018–present); Director and President, DB Investment Managers, Inc. (2018–present); President and Chief Executive Officer, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2017–present); formerly: Vice President for the Deutsche funds (2016–2017); Assistant Secretary for the DWS funds (2013–2019); Assistant Secretary, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2013–2020); Directorships: Interested Director, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (since June 25, 2020); ICI Mutual Insurance Company (since October 16, 2020); and Episcopalian Charities of New York (2018–present)

John Millette7 (1962)

 

Vice President and Secretary, 1999–present

  Director,3 DWS; Chief Legal Officer, DWS Investment Management Americas, Inc. (2015–present); Director and Vice President, DWS Trust Company (2016–present); Secretary, DBX ETF Trust (2020–present); Secretary, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2011–present); formerly: Secretary, Deutsche Investment Management Americas Inc. (2015–2017); Assistant Secretary, DBX ETF Trust (2019–2020); Assistant Secretary (July 14, 2006–December 31, 2010) and Secretary (January 31, 2006–July 13, 2006), The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc.

Ciara Crawford8 (1984)

 

Assistant Secretary, (2019–present)

  Associate, DWS (since 2015); previously, Legal Assistant at Accelerated Tax Solutions.

Diane Kenneally7 (1966)

 

Chief Financial Officer and Treasurer, 2018–present

  Director,3 DWS; Treasurer, Chief Financial Officer and Controller, DBX ETF Trust (2019–present); Treasurer and Chief Financial Officer, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2018–present); formerly: Assistant Treasurer for the DWS funds (2007–2018)

Paul Antosca7 (1957)

 

Assistant Treasurer, 2007–present

  Director,3 DWS; and Assistant Treasurer, DBX ETF Trust (2019–present)

Sheila Cadogan7 (1966)

 

Assistant Treasurer, 2017–present

  Director,3 DWS; Director and Vice President, DWS Trust Company (2018–present); Assistant Treasurer, DBX ETF Trust (2019–present); Assistant Treasurer, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2018–present)

Scott D. Hogan7 (1970)

 

Chief Compliance Officer, 2016–present

  Director,3 DWS; Chief Compliance Officer, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2016–present)

Caroline Pearson7 (1962)

 

Chief Legal Officer, 2010–present

  Managing Director3, DWS; Assistant Secretary, DBX ETF Trust (2020–present); Chief Legal Officer, DBX Advisors LLC and DBX Strategic Advisors LLC (2020–present); Chief Legal Officer, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2012–present); formerly: Secretary, Deutsche AM Distributors, Inc. (2002–2017); and Secretary, Deutsche AM Service Company (2010–2017)

 

Deutsche DWS Variable Series II —

DWS Global Equity VIP

  |   25


Name, Year of Birth,
Position with the Trust/
Corporation and
Length of Time Served5
  Business Experience and Directorships During the Past Five Years

Michelle Goveia-Pine6 (1970)

 

Interim Anti-Money Laundering Compliance Officer,

since July 10, 2020

  Director,3 DWS; Interim AML Officer, DWS Trust Company (since July 28, 2020); Interim AML Officer, DBX ETF Trust (since July 9, 2020); Interim AML Officer, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (since July 24, 2020)

 

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: 875 Third Avenue, New York, NY 10022.

 

7 

Address: 100 Summer Street, Boston, MA 02110.

 

8 

Address: 5022 Gate Parkway, Suite 400, Jacksonville, FL 32256.

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.

 

  26     |  

Deutsche DWS Variable Series II —

DWS Global Equity VIP


Notes


LOGO  

VS2GE-2 (R-025828-10 2/21)

 


December 31, 2020

Annual Report

Deutsche DWS Variable Series II

 

 

DWS Global Income Builder VIP

 

 

 

LOGO


Contents

 

  3      Performance Summary
  5      Management Summary
  7      Portfolio Summary
  8      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
  32      Report of Independent Registered Public Accounting Firm
  33      Information About Your Fund’s Expenses
  34      Tax Information
  34      Proxy Voting
  35      Advisory Agreement Board Considerations and Fee Evaluation
  38      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. 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. Please read the prospectus for details.

War, terrorism, economic uncertainty, trade disputes, public health crises (including the recent pandemic spread of the novel coronavirus) and related geopolitical events could lead to increased market volatility, disruption to U.S. and world economies and markets and may have significant adverse effects on the Fund and its investments.

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

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

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

NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY

 

  2     |  

Deutsche DWS Variable Series II —

DWS Global Income Builder VIP


Performance Summary   December 31, 2020 (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, 2020 are 0.68% and 1.10% 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

 

 

LOGO

 

MSCI All Country World Index is an unmanaged equity index which captures large and mid-capitalization representation across 23 developed markets and 26 emerging markets countries. It covers approximately 85% of the global investable equity opportunity set.

The Blended Index 60/40 consists of an equally weighted blend of 60% MSCI All Country World Index and 40% Bloomberg Barclays U.S. Universal Index.

Bloomberg Barclays U.S. Universal Index measures the performance of U.S. dollar-denominated taxable bonds that are rated either investment grade or high yield. The index includes U.S. Treasury bonds, investment-grade and high yield U.S. corporate bonds, mortgage-backed securities, and Eurodollar bonds.

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

 

Deutsche DWS Variable Series II —

DWS Global Income Builder VIP

  |   3


Comparative Results                         
DWS Global Income Builder VIP   1-Year   3-Year   5-Year   10-Year
Class A   Growth of $10,000   $10,828   $12,014   $14,955   $19,878
    Average annual total return   8.28%   6.31%   8.38%   7.11%
MSCI All Country World Index   Growth of $10,000   $11,625   $13,332   $17,828   $23,956
    Average annual total return   16.25%   10.06%   12.26%   9.13%
Blended Index 60/40   Growth of $10,000   $11,378   $12,833   $15,808   $20,470
    Average annual total return   13.78%   8.67%   9.59%   7.43%
Bloomberg Barclays U.S. Universal Index   Growth of $10,000   $10,758   $11,727   $12,684   $15,036
  Average annual total return   7.58%   5.45%   4.87%   4.16%
DWS Global Income Builder VIP        1-Year   Life of Class*
Class B   Growth of $10,000                            $10,790   $12,178
    Average annual total return       7.90%   7.66%
MSCI All Country World Index   Growth of $10,000       $11,625   $13,334
    Average annual total return       16.25%   11.39%
Blended Index 60/40   Growth of $10,000       $11,378   $12,932
    Average annual total return       13.78%   9.80%
Bloomberg Barclays U.S. Universal Index   Growth of $10,000       $10,758   $11,974
  Average annual total return       7.58%   6.99%

The growth of $10,000 is cumulative.

 

*

Class B commenced operations on May 1, 2018.

 

  4     |  

Deutsche DWS Variable Series II —

DWS Global Income Builder VIP


Management Summary   December 31, 2020 (Unaudited)

The Fund returned 8.28% during the 12 months ended December 31, 2020 (Class A shares, unadjusted for contract charges) and underperformed the 13.78% return of its benchmark, the Blended Index 60/40. The index consists of a blend of 60% MSCI All Country World Index and 40% Bloomberg Barclays U.S. Universal Index. The two indexes returned 16.25% and 7.58%, respectively.

The financial markets produced robust, broad-based returns in 2020. Higher-risk assets, after experiencing pronounced weakness at the start of the year due to the spread of COVID-19, began to recover in late March once world central banks and governments responded with enormous monetary and fiscal stimulus. Investors, seeing the potential for these actions to help support the economy and markets until the virus was contained, bid up stock prices across the board. The bond market’s credit sectors, while also facing challenges in early 2020, rebounded to finish the year with healthy total returns.

The Fund’s underperformance was largely the result of our emphasis on dividend-paying, value-oriented stocks within the equity portfolio. The universe of higher-yielding stocks lagged the equity benchmark by a wide margin, reflecting the category’s lower weighting in mega-cap technology stocks and larger allocations to defensive sectors that underperformed. While this aspect of our strategy detracted in the past 12 months, we believe it is consistent with the Fund’s objective of delivering income over the long term.

Our decision to devote a portion of the Fund’s bond allocation to income-producing alternative investments — including convertible bonds and preferred stocks — was a key contributor to performance. All three categories performed very well from April onward, with convertibles leading the way, while the returns for bonds were relatively muted. We maintain this allocation on the belief that these areas continue to offer better longer-term total return potential than bonds.

The fixed-income portfolio outpaced the Bloomberg Barclays U.S. Universal Index and contributed to relative performance thanks to robust security selection in both investment-grade corporates and high yield. A position in emerging-market bonds was an additional positive. Conversely, the Fund lost some relative performance through underweight positions in U.S. Treasuries and investment-grade corporate bonds.

The Fund used derivatives during the past 12 months. On the equity side, we used futures on stock indexes 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, derivatives to currency exposure, and interest-rate futures and swaps to manage duration. The use of derivatives was a net contributor in the aggregate. Derivatives are used to achieve the fund’s risk and return objectives and should be evaluated within the context of the entire portfolio rather than as a standalone strategy.

We actively adjusted the Fund’s risk profile in response to the shifting environment. We established a defensive posture in late 2019 via an underweight in stocks, as we believed expectations for both economic growth and corporate earnings were too high. Although we didn’t anticipate the emergence of COVID-19, the defensive approach proved helpful once the markets turned lower in the first quarter of 2020. We continued to reduce risk during the downturn, and then we gradually increased it over the span from early April through the end of the year. We accomplished this both by adding to the equity weighting and increasing the risk profile of the bond portfolio. The Fund finished 2020 with an equity allocation that was close to the 60% level of the benchmark.

We believe the strength in the financial markets reflects some real, positive developments occurring in the global economy. Central banks are providing ample liquidity and government spending appears poised to rise significantly both in the United States and overseas, which should provide a tailwind for economic growth and corporate fundamentals in the year ahead. With that said, we remain on the lookout for potential risk factors given the magnitude of the rally in recent months. We believe our multifaceted strategy, which seeks to capitalize on opportunities while providing the flexibility to response to market volatility, can continue to add value in this environment.

Dokyoung Lee, CFA, Director

Di Kumble, CFA, Managing Director

Thomas M. Farina, CFA, Managing Director

Scott Agi, CFA, Director

Darwei Kung, Managing 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.

 

Deutsche DWS Variable Series II —

DWS Global Income Builder VIP

  |   5


Terms to Know

Blended Index 60/40 consists of an equally weighted blend of 60% MSCI All Country World Index and 40% Bloomberg Barclays U.S. Universal Index.

MSCI All Country World Index is an unmanaged equity index which captures large and mid-capitalization representation across 23 developed markets and 26 emerging markets countries. It covers approximately 85% of the global investable equity opportunity set.

Bloomberg Barclays U.S. Universal Index measures the performance of U.S. dollar-denominated taxable bonds that are rated either investment grade or high yield. The index includes U.S. Treasury bonds, investment-grade and high yield U.S. corporate bonds, mortgage-backed securities, and Eurodollar bonds.

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

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

Convertible securities are bonds that can be exchanged for equity at a pre-stated price. Convertibles generally offer higher income than is available from a common stock, but more appreciation potential than bonds.

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.

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 experience significant losses if the underlying security moves contrary to the investor’s expectations.

Duration is a measure of bond price volatility. Duration can be defined as the approximate percentage change in price for a 100 basis point (one single percentage point) change in market interest rate levels. A duration of 5, for example, means that the price of a bond should rise by approximately 5% for a one percentage point drop in interest rates, and fall by 5% for a one percentage point rise in interest rates.

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

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. The prices of credit default swaps, which are designed to offset credit risk, typically move in the opposite direction of the index or security they track.

 

  6     |  

Deutsche DWS Variable Series II —

DWS Global Income Builder VIP


Portfolio Summary   (Unaudited)

 

Asset Allocation (As a % of Investment Portfolio excluding Securities Lending Collateral)    12/31/20      12/31/19  

Equity

     61%        64%  

Common Stocks

     57%        60%  

Preferred Stocks

     4%        4%  

Fixed Income

     37%        35%  

Corporate Bonds

     15%        9%  

Asset-Backed

     5%        6%  

Commercial Mortgage-Backed Securities

     4%        5%  

Mortgage-Backed Securities Pass-Throughs

     4%        1%  

Collateralized Mortgage Obligations

     3%        8%  

Exchange-Traded Funds

     3%        3%  

Short-Term U.S. Treasury Obligations

     2%        2%  

Government & Agency Obligations

     1%        1%  
Cash Equivalents      2%        1%  
       100%        100%  
Sector Diversification (As a % of Equities, Corporate Bonds and Preferred Securities)    12/31/20      12/31/19  

Information Technology

     20%        15%  

Financials

     19%        19%  

Communication Services

     10%        10%  

Consumer Discretionary

     9%        9%  

Health Care

     9%        9%  

Industrials

     7%        7%  

Utilities

     6%        8%  

Consumer Staples

     6%        6%  
Energy      5%        7%  
Materials      5%        4%  
Real Estate      4%        6%  
       100%        100%  
Geographical Diversification (As a % of Investment Portfolio excluding Cash Equivalents, Exchange-
Traded Funds and Securities Lending Collateral)
   12/31/2020      12/31/2019  
United States      63%        68%  
Japan      5%        4%  
Canada      3%        2%  
United Kingdom      3%        3%  
Switzerland      3%        4%  
Australia      2%        2%  
Germany      2%        2%  
Hong Kong      2%        1%  
Ireland      2%        1%  
France      1%        2%  
Other      14%        11%  
       100%        100%  

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 posted on dws.com, and is available free of charge by contacting your financial intermediary, or if you are a direct investor, by calling (800) 728-3337. In addition, the portfolio holdings listing is filed with the SEC on the Fund’s Form N-PORT and will be available on the SEC’s Web site at sec.gov. Additional portfolio holdings for the Fund 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 Global Income Builder VIP

  |   7


Investment Portfolio   as of December 31, 2020

 

    Shares     Value ($)  
Common Stocks 59.4%    
Communication Services 5.2%

 

Diversified Telecommunication Services 2.4%

 

AT&T, Inc.

    14,200       408,392  

BCE, Inc.

    7,850       335,671  

Deutsche Telekom AG (Registered)

    13,448       247,003  

Elisa Oyj

    3,058       167,806  

Koninklijke KPN NV

    51,725       157,450  

Nippon Telegraph & Telephone Corp.

    9,683       247,421  

Orange SA

    13,001       154,738  

Swisscom AG (Registered)

    292       157,724  

Telenor ASA

    13,038       222,782  

Telia Co. AB

    47,053       194,650  

Telstra Corp., Ltd.

    69,261       159,627  

TELUS Corp.

    9,921       196,487  

Verizon Communications, Inc.

    6,371       374,296  
   

 

 

 
    3,024,047  

Entertainment 0.6%

 

Activision Blizzard, Inc.

    1,150       106,777  

NetEase, Inc. (ADR)

    2,191       209,832  

Netflix, Inc.*

    427       230,892  

Nintendo Co., Ltd.

    360       229,713  
   

 

 

 
    777,214  

Interactive Media & Services 1.0%

 

Alphabet, Inc. “A”*

    69       120,932  

Alphabet, Inc. “C”*

    79       138,399  

Facebook, Inc. “A”*

    1,826       498,790  

Pinterest, Inc. “A”*

    2,135       140,697  

Tencent Holdings Ltd. (ADR)

    4,761       342,268  
   

 

 

 
    1,241,086  

Media 0.5%

 

Charter Communications, Inc. “A”*

    308       203,757  

Comcast Corp. “A”

    5,405       283,222  

Interpublic Group of Companies, Inc.

    6,572       154,574  
   

 

 

 
    641,553  

Wireless Telecommunication Services 0.7%

 

China Mobile Ltd. (ADR) (a)

    10,165       290,109  

KDDI Corp.

    6,520       193,819  

SoftBank Corp.

    18,300       229,160  

Vodafone Group PLC

    86,146       142,498  
   

 

 

 
    855,586  
Consumer Discretionary 6.0%

 

Auto Components 0.1%

 

Denso Corp.

    3,163       188,292  

Automobiles 1.4%

 

Bayerische Motoren Werke AG

    2,053       183,845  

NIO, Inc. (ADR)*

    5,689       277,282  

Porsche Automobil Holding SE (Preference)

    3,462       243,742  

Tesla, Inc.*

    821       579,355  

Toyota Motor Corp.

    3,279       252,913  

Volkswagen AG (Preference)

    1,025       191,991  
   

 

 

 
    1,729,128  
    Shares     Value ($)  

Diversified Consumer Services 0.2%

 

GSX Techedu, Inc. (ADR)*

    996       51,503  

TAL Education Group (ADR)*

    2,016       144,164  
   

 

 

 
    195,667  

Hotels, Restaurants & Leisure 0.6%

 

Evolution Gaming Group AB 144A

    1,429       145,734  

McDonald’s Corp.

    606       130,035  

Restaurant Brands International, Inc.

    1,734       106,023  

Starbucks Corp.

    2,324       248,622  

Yum! Brands, Inc.

    1,064       115,508  
   

 

 

 
    745,922  

Household Durables 0.6%

 

Electrolux AB “B”

    12,046       280,325  

Garmin Ltd.

    1,460       174,704  

Newell Brands, Inc.

    10,658       226,269  

Sekisui House Ltd.

    6,606       134,450  
   

 

 

 
    815,748  

Internet & Direct Marketing Retail 2.2%

 

Alibaba Group Holding Ltd. (ADR)*

    1,040       242,039  

Amazon.com, Inc.*

    534       1,739,201  

JD.com, Inc. (ADR)*

    3,874       340,525  

MercadoLibre, Inc.*

    100       167,522  

Pinduoduo, Inc. (ADR)*

    1,347       239,321  

Wayfair, Inc. “A”* (a)

    378       85,356  
   

 

 

 
    2,813,964  

Multiline Retail 0.4%

 

Target Corp.

    1,357       239,551  

Wesfarmers Ltd.

    5,530       215,428  
   

 

 

 
    454,979  

Specialty Retail 0.5%

 

Best Buy Co., Inc.

    1,497       149,386  

Home Depot, Inc.

    1,227       325,916  

Lowe’s Companies, Inc.

    1,344       215,725  
   

 

 

 
    691,027  
Consumer Staples 3.9%

 

Beverages 0.6%

 

Coca-Cola Co.

    6,663       365,399  

PepsiCo, Inc.

    2,334       346,132  
   

 

 

 
    711,531  

Food & Staples Retailing 0.7%

 

Koninklijke Ahold Delhaize NV

    5,854       165,536  

Tesco PLC

    69,159       219,200  

Walgreens Boots Alliance, Inc.

    4,223       168,413  

Walmart, Inc.

    1,563       225,307  

Woolworths Group Ltd.

    5,073       153,795  
   

 

 

 
    932,251  

Food Products 1.0%

 

Bunge Ltd.

    2,214       145,194  

General Mills, Inc.

    2,696       158,525  

Kellogg Co.

    2,197       136,720  

Kraft Heinz Co.

    5,955       206,400  

Nestle SA (Registered)

    2,689       317,044  

WH Group Ltd. 144A

    163,697       137,552  

Wilmar International Ltd.

    61,200       216,004  
   

 

 

 
    1,317,439  
 

 

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

 

  8     |  

Deutsche DWS Variable Series II —

DWS Global Income Builder VIP


    Shares     Value ($)  

Household Products 0.6%

 

Colgate-Palmolive Co.

    1,270       108,598  

Kimberly-Clark Corp.

    1,068       143,998  

Procter & Gamble Co.

    2,572       357,868  

Reckitt Benckiser Group PLC

    1,954       175,272  
   

 

 

 
    785,736  

Personal Products 0.3%

 

Unilever PLC

    5,335       322,283  

Tobacco 0.7%

 

Japan Tobacco, Inc.

    16,200       329,994  

Philip Morris International, Inc.

    6,561       543,185  
   

 

 

 
    873,179  
Energy 1.2%

 

Energy Equipment & Services 0.1%

 

Baker Hughes Co.

    6,231       129,917  

Oil, Gas & Consumable Fuels 1.1%

 

Chevron Corp.

    1,600       135,120  

ENEOS Holdings, Inc.

    48,000       171,965  

Kinder Morgan, Inc.

    11,800       161,306  

TC Energy Corp.

    5,753       233,889  

TOTAL SE

    5,583       240,892  

Valero Energy Corp.

    2,564       145,046  

Williams Companies, Inc.

    17,100       342,855  
   

 

 

 
    1,431,073  
Financials 9.0%

 

Banks 4.6%

 

Bank of America Corp.

    5,218       158,158  

Bank of Montreal

    3,034       230,678  

Bank of Nova Scotia

    2,951       159,501  

BOC Hong Kong Holdings Ltd.

    94,457       286,734  

Canadian Imperial Bank of Commerce

    1,741       148,701  

Citizens Financial Group, Inc.

    5,812       207,837  

Commonwealth Bank of Australia

    4,518       287,359  

DBS Group Holdings Ltd.

    18,836       357,605  

Fifth Third Bancorp.

    4,961       136,775  

Hang Seng Bank Ltd.

    11,607       200,357  

Huntington Bancshares, Inc.

    10,606       133,954  

JPMorgan Chase & Co.

    1,969       250,201  

KeyCorp.

    10,832       177,753  

Mitsubishi UFJ Financial Group, Inc.

    48,803       215,726  

Mizuho Financial Group, Inc.

    24,488       311,023  

National Australia Bank Ltd.

    10,112       177,584  

Nordea Bank Abp*

    16,599       136,406  

Oversea-Chinese Banking Corp., Ltd.

    28,981       220,645  

PNC Financial Services Group, Inc.

    910       135,590  

Regions Financial Corp.

    11,637       187,588  

Royal Bank of Canada

    3,680       302,373  

Sberbank of Russia PJSC (ADR)

    13,114       190,153  

Sumitomo Mitsui Financial Group, Inc.

    9,398       289,973  

Toronto-Dominion Bank

    5,779       326,519  

Truist Financial Corp.

    2,919       139,908  

U.S. Bancorp.

    4,238       197,448  

United Overseas Bank Ltd.

    16,928       289,491  
   

 

 

 
    5,856,040  
    Shares     Value ($)  

Capital Markets 1.4%

 

3i Group PLC

    8,237       131,008  

Apollo Global Management, Inc.

    5,323       260,721  

BlackRock, Inc.

    236       170,283  

Blackstone Group, Inc. “A”

    1,957       126,833  

Franklin Resources., Inc.

    7,101       177,454  

Hong Kong Exchanges & Clearing Ltd.

    2,026       111,470  

Magellan Financial Group Ltd.

    4,652       193,805  

Partners Group Holding AG

    203       241,856  

Standard Life Aberdeen PLC

    48,288       186,585  

T. Rowe Price Group, Inc.

    1,275       193,022  
   

 

 

 
    1,793,037  

Diversified Financial Services 0.2%

 

ORIX Corp.

    11,400       175,267  

Insurance 2.8%

 

Admiral Group PLC

    4,476       177,837  

Allianz SE (Registered)

    1,232       302,429  

Fidelity National Financial, Inc.

    3,007       117,544  

Legal & General Group PLC

    47,095       173,084  

Manulife Financial Corp.

    17,433       310,203  

Medibank Private Ltd.

    65,592       151,079  

MetLife, Inc.

    3,034       142,446  

MS&AD Insurance Group Holdings, Inc.

    3,845       117,145  

Muenchener Rueckversicherungs-Gesellschaft AG (Registered)

    503       152,001  

NN Group NV

    4,040       174,914  

Phoenix Group Holdings PLC

    24,498       236,263  

Poste Italiane SpA 144A

    15,516       158,193  

Prudential Financial, Inc.

    3,826       298,696  

Sampo Oyj “A”

    5,877       248,731  

Sompo Holdings, Inc.

    2,918       118,015  

Swiss Re AG

    3,297       312,529  

Zurich Insurance Group AG

    828       351,046  
   

 

 

 
    3,542,155  
Health Care 6.1%

 

Biotechnology 1.1%

 

AbbVie, Inc.

    5,609       601,005  

Amgen, Inc.

    1,309       300,965  

BeiGene Ltd. (ADR)*

    525       135,655  

Gilead Sciences, Inc.

    4,685       272,948  
   

 

 

 
    1,310,573  

Health Care Equipment & Supplies 0.6%

 

Abbott Laboratories

    2,588       283,360  

Coloplast AS “B”

    607       92,282  

DexCom, Inc.*

    223       82,447  

Medtronic PLC

    2,419       283,362  
   

 

 

 
    741,451  

Health Care Providers & Services 0.5%

 

Cardinal Health, Inc.

    2,960       158,538  

CVS Health Corp.

    3,105       212,071  

UnitedHealth Group, Inc.

    804       281,947  
   

 

 

 
    652,556  

Health Care Technology 0.2%

 

M3, Inc.

    1,600       151,312  

Veeva Systems, Inc. “A”*

    360       98,010  
   

 

 

 
    249,322  
 

 

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

 

Deutsche DWS Variable Series II —

DWS Global Income Builder VIP

  |   9


    Shares     Value ($)  

Pharmaceuticals 3.7%

 

Astellas Pharma, Inc.

    8,615       133,100  

AstraZeneca PLC

    2,347       237,536  

Bayer AG (Registered)

    5,218       308,403  

Bristol-Myers Squibb Co.

    4,798       297,620  

Chugai Pharmaceutical Co., Ltd.

    5,059       270,328  

Eli Lilly & Co.

    1,700       287,028  

GlaxoSmithKline PLC

    13,595       250,019  

Hikma Pharmaceuticals PLC

    4,677       161,393  

Johnson & Johnson

    2,585       406,827  

Merck & Co., Inc.

    4,636       379,225  

Novartis AG (Registered)

    4,231       400,229  

Novo Nordisk AS ‘‘B”

    2,939       204,060  

Orion Oyj “B”

    3,045       139,800  

Pfizer, Inc.

    11,203       412,382  

Roche Holding AG (Genusschein)

    1,160       406,010  

Sanofi

    2,477       239,615  

Takeda Pharmaceutical Co., Ltd.

    5,339       194,505  
   

 

 

 
    4,728,080  
Industrials 4.3%

 

Aerospace & Defense 0.4%

 

BAE Systems PLC

    31,969       213,413  

Lockheed Martin Corp.

    405       143,767  

Raytheon Technologies Corp.

    2,592       185,354  
   

 

 

 
    542,534  

Air Freight & Logistics 0.6%

 

Deutsche Post AG (Registered)

    4,566       230,100  

FedEx Corp.

    739       191,859  

United Parcel Service, Inc. “B”

    2,230       375,532  
   

 

 

 
    797,491  

Building Products 0.1%

 

Johnson Controls International PLC

    3,410       158,872  

Commercial Services & Supplies 0.1%

 

Quad Graphics, Inc.

    2       8  

Waste Management, Inc.

    1,165       137,388  
   

 

 

 
    137,396  

Construction & Engineering 0.3%

 

Bouygues SA

    3,870       159,207  

HOCHTIEF AG

    1,536       152,216  
   

 

 

 
    311,423  

Electrical Equipment 0.4%

 

ABB Ltd. (Registered)

    6,455       183,064  

Eaton Corp. PLC

    1,737       208,683  

Emerson Electric Co.

    1,748       140,487  
   

 

 

 
    532,234  

Industrial Conglomerates 0.8%

 

3M Co.

    1,116       195,066  

CK Hutchison Holdings Ltd.

    32,373       225,810  

Honeywell International, Inc.

    910       193,557  

Jardine Matheson Holdings Ltd.

    2,558       143,167  

Siemens AG (Registered)

    1,364       199,417  
   

 

 

 
    957,017  

Machinery 0.2%

 

Cummins, Inc.

    586       133,081  

Kone Oyj “B”

    1,266       102,830  
   

 

 

 
    235,911  
    Shares     Value ($)  

Professional Services 0.2%

 

Adecco Group AG (Registered)

    2,528       169,634  

Thomson Reuters Corp.

    1,390       113,764  
   

 

 

 
    283,398  

Road & Rail 0.3%

 

Uber Technologies, Inc.*

    3,182       162,282  

Union Pacific Corp.

    952       198,225  
   

 

 

 
    360,507  

Trading Companies & Distributors 0.9%

 

Fastenal Co.

    2,043       99,760  

ITOCHU Corp.

    8,271       237,982  

Mitsubishi Corp.

    12,498       308,302  

Mitsui & Co., Ltd.

    14,263       261,570  

Sumitomo Corp.

    17,301       229,716  
   

 

 

 
    1,137,330  
Information Technology 15.4%

 

Communications Equipment 0.4%

 

Cisco Systems, Inc.

    8,635       386,416  

Telefonaktiebolaget LM Ericsson “B”

    11,870       141,303  
   

 

 

 
    527,719  

Electronic Equipment, Instruments & Components 0.9%

 

Amphenol Corp. “A”

    910       119,001  

CDW Corp.

    824       108,595  

Cognex Corp.

    1,528       122,676  

Corning, Inc.

    4,865       175,140  

Keyence Corp.

    257       144,650  

Murata Manufacturing Co., Ltd.

    2,455       221,831  

TE Connectivity Ltd.

    1,517       183,663  
   

 

 

 
    1,075,556  

IT Services 3.1%

 

Accenture PLC “A”

    1,226       320,244  

Afterpay Ltd.*

    2,005       184,339  

Automatic Data Processing, Inc.

    1,155       203,511  

Broadridge Financial Solutions, Inc.

    706       108,159  

Fujitsu Ltd.

    1,355       196,072  

GDS Holdings Ltd. (ADR)*

    1,202       112,555  

Infosys Ltd. (ADR)

    16,239       275,251  

International Business Machines Corp.

    3,341       420,565  

MasterCard, Inc. “A”

    573       204,527  

Okta, Inc.*

    601       152,810  

Paychex, Inc.

    2,628       244,877  

PayPal Holdings, Inc.*

    1,382       323,664  

Shopify, Inc. “A”*

    356       401,984  

Square, Inc. “A”*

    1,983       431,580  

Twilio, Inc. “A”* (a)

    412       139,462  

Visa, Inc. “A”

    505       110,459  

Western Union Co.

    4,014       88,067  
   

 

 

 
    3,918,126  

Semiconductors & Semiconductor Equipment 3.5%

 

Advanced Micro Devices, Inc.*

    2,163       198,369  

Analog Devices, Inc.

    1,158       171,071  

Applied Materials, Inc.

    1,528       131,866  

Broadcom, Inc.

    1,163       509,220  

Enphase Energy, Inc.*

    1,300       228,111  

Intel Corp.

    4,527       225,535  

KLA Corp.

    890       230,430  
 

 

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

 

  10     |  

Deutsche DWS Variable Series II —

DWS Global Income Builder VIP


    Shares     Value ($)  

Lam Research Corp.

    462       218,189  

Marvell Technology Group Ltd.

    2,609       124,032  

NVIDIA Corp.

    721       376,506  

QUALCOMM, Inc.

    3,006       457,934  

Skyworks Solutions, Inc.

    721       110,227  

SolarEdge Technologies, Inc.*

    600       191,472  

Taiwan Semiconductor Manufacturing Co., Ltd. (ADR)

    5,383       586,962  

Texas Instruments, Inc.

    2,255       370,113  

Tokyo Electron Ltd.

    395       147,521  

United Microelectronics Corp. (ADR) (a)

    20,100       169,443  
   

 

 

 
    4,447,001  

Software 3.9%

 

Adobe, Inc.*

    695       347,583  

Autodesk, Inc.*

    429       130,991  

DocuSign, Inc.*

    755       167,836  

Intuit, Inc.

    537       203,979  

Microsoft Corp.

    9,314       2,071,620  

Oracle Corp.

    4,489       290,393  

Paycom Software, Inc.*

    392       177,282  

salesforce.com, Inc.*

    940       209,178  

SAP SE

    1,038       137,653  

ServiceNow, Inc.*

    564       310,443  

Splunk, Inc.*

    532       90,381  

Trade Desk, Inc. “A”*

    323       258,723  

Workday, Inc. “A”*

    532       127,473  

Zoom Video Communications, Inc. “A”*

    599       202,055  

Zscaler, Inc.*

    1,356       270,807  
   

 

 

 
    4,996,397  

Technology Hardware, Storage & Peripherals 3.6%

 

Apple, Inc.

    22,039       2,924,355  

Hewlett Packard Enterprise Co.

    11,595       137,401  

HP, Inc.

    7,832       192,589  

Logitech International SA (Registered)

    1,567       153,825  

NetApp, Inc.

    3,746       248,135  

Samsung Electronics Co., Ltd. (GDR) (Registered)

    191       348,575  

Seagate Technology PLC

    5,761       358,104  

Seiko Epson Corp.

    15,586       231,382  
   

 

 

 
    4,594,366  
Materials 3.2%

 

Chemicals 1.1%

 

Air Products & Chemicals, Inc.

    597       163,112  

BASF SE

    1,981       156,463  

Dow, Inc.

    6,085       337,717  

Linde PLC

    411       108,303  

LyondellBasell Industries NV “A”

    2,383       218,426  

Nutrien Ltd.

    5,133       246,952  

Sociedad Quimica y Minera de Chile SA (ADR)

    3,210       157,579  
   

 

 

 
    1,388,552  

Construction Materials 0.2%

 

LafargeHolcim Ltd. (Registered)

    4,939       273,727  

Containers & Packaging 0.3%

 

Amcor PLC

    15,179       178,657  

International Paper Co.

    3,575       177,749  
   

 

 

 
    356,406  
    Shares     Value ($)  

Metals & Mining 1.5%

 

Anglo American PLC

    3,930       130,893  

B2Gold Corp.

    25,136       140,796  

BHP Group Ltd.

    11,105       362,908  

BHP Group PLC

    9,788       257,989  

Rio Tinto Ltd.

    3,603       317,763  

Rio Tinto PLC

    6,321       474,139  

Vale SA (ADR)

    13,248       222,037  
   

 

 

 
    1,906,525  

Paper & Forest Products 0.1%

 

UPM-Kymmene Oyj

    3,838       143,270  
Real Estate 1.8%

 

Equity Real Estate Investment Trusts (REITs) 1.4%

 

Ascendas Real Estate Investment Trust

    39,043       88,332  

CapitaLand Integrated Commercial Trust

    103,306       169,259  

Crown Castle International Corp.

    883       140,565  

Link REIT

    17,400       158,387  

Medical Properties Trust, Inc.

    12,525       272,920  

Omega Healthcare Investors, Inc.

    6,700       243,344  

Prologis, Inc.

    929       92,584  

Public Storage

    495       114,310  

Realty Income Corp.

    1,642       102,083  

VICI Properties, Inc.

    10,592       270,096  

WP Carey, Inc.

    1,819       128,385  
   

 

 

 
    1,780,265  

Real Estate Management & Development 0.4%

 

New World Development Co., Ltd.

    34,474       160,657  

Sun Hung Kai Properties Ltd.

    11,235       145,052  

Wharf Real Estate Investment Co., Ltd.

    32,000       166,798  
   

 

 

 
    472,507  
Utilities 3.3%

 

Electric Utilities 2.4%

 

American Electric Power Co., Inc.

    1,587       132,149  

CLP Holdings Ltd.

    10,214       94,471  

Duke Energy Corp.

    2,108       193,008  

EDP — Energias de Portugal SA

    35,803       225,635  

Endesa SA

    10,334       282,902  

Enel SpA

    27,939       283,293  

Entergy Corp.

    1,301       129,892  

Exelon Corp.

    3,174       134,006  

Fortum Oyj

    13,314       321,874  

Iberdrola SA

    10,698       152,876  

NextEra Energy, Inc.

    2,584       199,356  

OGE Energy Corp.

    3,065       97,651  

PPL Corp.

    7,426       209,413  

Red Electrica Corp. SA

    8,578       176,027  

Southern Co.

    3,513       215,804  

SSE PLC

    11,570       237,205  
   

 

 

 
    3,085,562  

Gas Utilities 0.2%

 

Snam SpA

    44,224       249,621  

Multi-Utilities 0.7%

 

Consolidated Edison, Inc.

    1,633       118,017  

Dominion Energy, Inc

    2,838       213,418  

DTE Energy Co.

    1,161       140,957  

National Grid PLC

    13,523       160,427  
 

 

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

 

Deutsche DWS Variable Series II —

DWS Global Income Builder VIP

  |   11


    Shares     Value ($)  

Public Service Enterprise Group, Inc.

    2,398       139,803  

Sempra Energy

    971       123,715  
   

 

 

 
        896,337  

Total Common Stocks (Cost $56,074,014)

 

    75,292,153  
Preferred Stocks 4.2%

 

Financials 2.7%

 

AGNC Investment Corp. Series C, 7.0%

    14,427       367,744  

Capital One Financial Corp. Series G, 5.2%

    10,000       265,200  

Citigroup, Inc. Series S, 6.3%

    15,000       383,400  

Fifth Third Bancorp. Series I, 6.625%

    10,000       291,200  

JPMorgan Chase & Co. Series AA, 6.1%

    15,000       386,250  

KeyCorp. Series E, 6.125%

    10,000       292,700  

Morgan Stanley Series K, 5.85%

    10,000       288,500  

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

    17,000       464,610  

Truist Financial Corp. Series H, 5.625%

    10,000       259,900  

Wells Fargo & Co. Series Y, 5.625%

    15,000       401,100  
   

 

 

 
      3,400,604  
Real Estate 0.9%

 

Kimco Realty Corp. Series L, 5.125%

    15,000       394,050  

Prologis, Inc. Series Q, 8.54%

    164       11,316  

Simon Property Group, Inc. Series J, 8.375%

    8,000       564,400  

VEREIT, Inc. Series F, 6.7%

    5,203       130,856  
   

 

 

 
      1,100,622  
Utilities 0.6%

 

Dominion Energy, Inc. Series A, 5.25%

    30,000       785,400  

Total Preferred Stocks (Cost $5,298,828)

 

    5,286,626  
Warrants 0.0%

 

Materials

 

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

    170       8,109  
    Principal
Amount ($)(c)
    Value ($)  
Corporate Bonds 15.2%

 

Communication Services 2.7%

 

Arches Buyer, Inc., 144A, 4.25%, 6/1/2028

    30,000       30,381  

AT&T, Inc.:

 

1.65%, 2/1/2028

    50,000       51,015  

2.25%, 2/1/2032

    95,000       96,370  

2.75%, 6/1/2031

    135,000       144,264  

3.65%, 6/1/2051

    100,000       104,709  

CCO Holdings LLC:

   

144A, 4.75%, 3/1/2030

    100,000       107,900  

144A, 5.875%, 5/1/2027

    250,000       259,687  
    Principal
Amount ($)(c)
    Value ($)  

Charter Communications Operating LLC:

   

3.7%, 4/1/2051

    140,000       145,384  

5.05%, 3/30/2029

    100,000       121,586  

CSC Holdings LLC:

   

144A, 3.375%, 2/15/2031

    200,000       196,250  

144A, 4.125%, 12/1/2030

    200,000       209,120  

Discovery Communications LLC, 144A, 4.0%, 9/15/2055

    50,000       55,965  

Netflix, Inc.:

   

4.375%, 11/15/2026

    100,000       110,875  

5.5%, 2/15/2022

    175,000       183,094  

5.875%, 11/15/2028

    140,000       167,825  

NortonLifeLock, Inc., 3.95%, 6/15/2022

    275,000       280,844  

T-Mobile U.S.A., Inc.:

   

144A, 2.05%, 2/15/2028

    30,000       31,205  

144A, 2.25%, 11/15/2031

    115,000       118,029  

144A, 3.3%, 2/15/2051

    50,000       51,441  

144A, 3.6%, 11/15/2060

    25,000       26,536  

144A, 4.375%, 4/15/2040

    60,000       73,222  

144A, 4.5%, 4/15/2050

    80,000       98,671  

VeriSign, Inc.:

   

4.625%, 5/1/2023

    300,000       302,625  

5.25%, 4/1/2025

    300,000       340,875  

Verizon Communications, Inc., 2.65%, 11/20/2040

    40,000       40,391  

ViacomCBS, Inc., 4.2%, 5/19/2032

    55,000       66,283  
   

 

 

 
      3,414,547  
Consumer Discretionary 1.4%

 

1011778 BC Unlimited Liability Co., 144A, 4.375%, 1/15/2028

    225,000       231,750  

Carnival Corp., 144A, 7.625%, 3/1/2026

    97,000       105,681  

Dollar General Corp., 4.125%, 4/3/2050

    20,000       25,311  

Ford Motor Credit Co. LLC:

   

3.37%, 11/17/2023

    350,000       356,926  

3.375%, 11/13/2025

    261,000       268,141  

Hilton Domestic Operating Co., Inc., 144A, 4.0%, 5/1/2031

    125,000       131,889  

Nissan Motor Co., Ltd., 144A, 4.345%, 9/17/2027

    395,000       436,288  

QVC, Inc., 4.75%, 2/15/2027

    185,000       198,413  
   

 

 

 
      1,754,399  
Consumer Staples 0.4%

 

Albertsons Companies, Inc.:

   

144A, 3.25%, 3/15/2026

    100,000       101,500  

144A, 3.5%, 3/15/2029

    50,000       50,593  

Altria Group, Inc.:

   

3.875%, 9/16/2046

    20,000       21,126  

4.45%, 5/6/2050

    40,000       47,289  

Anheuser-Busch InBev Worldwide, Inc.:

   

4.439%, 10/6/2048

    50,000       62,236  

5.55%, 1/23/2049

    121,000       172,047  

BAT Capital Corp., 2.726%, 3/25/2031

    60,000       62,144  

Keurig Dr Pepper, Inc., 3.8%, 5/1/2050

    15,000       17,966  

Smithfield Foods, Inc., 144A, 3.0%, 10/15/2030

    40,000       42,323  
   

 

 

 
      577,224  
 

 

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

 

  12     |  

Deutsche DWS Variable Series II —

DWS Global Income Builder VIP


    Principal
Amount ($)(c)
    Value ($)  
Energy 2.4%

 

BP Capital Markets America, Inc., 2.939%, 6/4/2051

    75,000       76,615  

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

    200,000       232,755  

Devon Energy Corp., 5.0%, 6/15/2045

    60,000       70,672  

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

    100,000       117,700  

Enterprise Products Operating LLC, 4.2%, 1/31/2050

    172,000       202,066  

Hess Corp., 5.8%, 4/1/2047

    70,000       89,066  

Marathon Petroleum Corp., 4.7%, 5/1/2025

    110,000       126,011  

MPLX LP, 2.65%, 8/15/2030

    35,000       36,680  

Occidental Petroleum Corp.:

   

5.5%, 12/1/2025

    10,000       10,426  

6.125%, 1/1/2031

    15,000       16,053  

Petrobras Global Finance BV, 5.093%, 1/15/2030

    625,000       698,437  

Petroleos Mexicanos, 6.84%, 1/23/2030

    625,000       654,238  

Plains All American Pipeline LP, 3.8%, 9/15/2030

    50,000       53,753  

Saudi Arabian Oil Co., 144A, 2.25%, 11/24/2030

    625,000       636,465  
   

 

 

 
      3,020,937  
Financials 3.1%

 

AerCap Ireland Capital DAC:

   

3.15%, 2/15/2024

    300,000       314,479  

4.625%, 10/15/2027

    300,000       339,720  

Air Lease Corp., 3.0%, 2/1/2030

    125,000       128,325  

Avolon Holdings Funding Ltd., 144A, 4.25%, 4/15/2026

    40,000       43,095  

Banco Nacional de Panama, 144A, 2.5%, 8/11/2030

    200,000       200,000  

Bank of America Corp.:

   

2.676%, 6/19/2041

    60,000       62,514  

4.3%, Perpetual (d)

    102,000       105,168  

Barclays PLC, 2.852%, 5/7/2026

    200,000       214,788  

Blackstone Secured Lending Fund, 144A, 3.625%, 1/15/2026

    155,000       159,429  

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

    300,000       352,798  

Charles Schwab Corp., 4.0%, Perpetual (d)

    125,000       131,562  

Citigroup, Inc.:

   

2.572%, 6/3/2031

    130,000       138,562  

4.0%, Perpetual (d)

    300,000       307,875  

HSBC Holdings PLC, 4.6%, Perpetual (d)

    250,000       254,405  

JPMorgan Chase & Co., 2.956%, 5/13/2031

    55,000       60,313  

Morgan Stanley, 1.794%, 2/13/2032

    45,000       45,322  

OneMain Finance Corp., 4.0%, 9/15/2030

    25,000       25,940  

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

    12,000       12,594  

REC Ltd., 144A, 4.75%, 5/19/2023

    200,000       213,312  

Societe Generale SA, 144A, 5.375%, Perpetual (d)

    250,000       265,092  

The Goldman Sachs Group, Inc., 4.4%, Perpetual (a) (d)

    31,000       31,698  
    Principal
Amount ($)(c)
    Value ($)  

Truist Financial Corp., 4.8%, Perpetual (d)

    300,000       316,868  

Westpac Banking Corp., 5.0%, Perpetual (d)

    200,000       211,325  
   

 

 

 
      3,935,184  
Health Care 1.3%

 

AbbVie, Inc., 4.875%, 11/14/2048

    75,000       101,435  

Bausch Health Companies, Inc., 144A, 5.25%, 2/15/2031

    50,000       52,236  

Biogen, Inc., 3.15%, 5/1/2050

    50,000       51,846  

CVS Health Corp., 5.05%, 3/25/2048

    175,000       237,174  

Fresenius Medical Care U.S. Finance III, Inc., 144A, 2.375%, 2/16/2031

    150,000       152,453  

Gilead Sciences, Inc., 2.8%, 10/1/2050

    50,000       49,621  

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

    300,000       355,051  

Hologic, Inc., 144A, 3.25%, 2/15/2029

    60,000       61,050  

Teva Pharmaceutical Finance Netherlands III BV, 3.15%, 10/1/2026

    625,000       600,788  
   

 

 

 
      1,661,654  
Industrials 1.5%

 

Adani Ports & Special Economic Zone Ltd., 144A, 4.2%, 8/4/2027

    200,000       214,637  

Boeing Co.:

   

1.95%, 2/1/2024

    105,000       108,137  

2.7%, 5/1/2022

    135,000       138,796  

2.75%, 2/1/2026

    145,000       152,475  

4.508%, 5/1/2023

    140,000       151,317  

4.875%, 5/1/2025

    98,000       111,711  

5.04%, 5/1/2027

    60,000       70,144  

Delta Air Lines, Inc., 144A, 4.5%, 10/20/2025

    30,000       32,066  

Gartner, Inc., 144A, 3.75%, 10/1/2030

    60,000       63,226  

General Electric Co.:

   

3.45%, 5/1/2027

    50,000       56,552  

3.625%, 5/1/2030

    40,000       45,715  

GFL Environmental, Inc.:

   

144A, 3.75%, 8/1/2025

    100,000       102,500  

144A, 4.0%, 8/1/2028

    150,000       151,125  

Nielsen Finance LLC, 144A, 5.625%, 10/1/2028

    110,000       119,521  

Prime Security Services Borrower LLC:

   

144A, 5.25%, 4/15/2024

    255,000       272,212  

144A, 6.25%, 1/15/2028

    70,000       75,151  
   

 

 

 
      1,865,285  
Information Technology 0.4%

 

Booz Allen Hamilton, Inc., 144A, 3.875%, 9/1/2028

    40,000       41,200  

Broadcom, Inc., 5.0%, 4/15/2030

    70,000       85,093  

Dell International LLC, 144A, 8.35%, 7/15/2046

    60,000       90,769  

Open Text Corp., 144A, 3.875%, 2/15/2028

    175,000       182,000  

Oracle Corp., 3.6%, 4/1/2050

    25,000       29,127  
 

 

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

 

Deutsche DWS Variable Series II —

DWS Global Income Builder VIP

  |   13


    Principal
Amount ($)(c)
    Value ($)  

Qorvo, Inc., 144A, 3.375%, 4/1/2031

    50,000       51,625  

Seagate HDD Cayman:

   

144A, 3.125%, 7/15/2029

    35,000       35,004  

144A, 3.375%, 7/15/2031

    25,000       25,135  
   

 

 

 
      539,953  
Materials 0.4%

 

LYB International Finance III LLC, 3.625%, 4/1/2051

    30,000       32,782  

MEGlobal Canada ULC, 144A, 5.0%, 5/18/2025

    256,000       288,000  

Nutrition & Biosciences, Inc., 144A, 3.468%, 12/1/2050

    57,000       61,918  

Reynolds Group Issuer, Inc, 144A, 4.0%, 10/15/2027

    40,000       41,000  

Valvoline, Inc., 144A, 3.625%, 6/15/2031 (e)

    20,000       20,525  

WRKCo., Inc., 3.0%, 6/15/2033

    30,000       32,960  
   

 

 

 
      477,185  
Real Estate 0.7%

 

American Tower Corp.:

   

(REIT), 2.95%, 1/15/2051

    35,000       35,084  

(REIT), 3.8%, 8/15/2029

    165,000       191,835  

Equinix, Inc., (REIT), 2.15%, 7/15/2030

    34,000       34,583  

Iron Mountain, Inc.:

   

144A, (REIT), 5.0%, 7/15/2028

    55,000       58,430  

144A, (REIT), 5.25%, 7/15/2030

    105,000       113,400  

MPT Operating Partnership LP, (REIT), 3.5%, 3/15/2031

    195,000       201,338  

Office Properties Income Trust, (REIT), 4.15%, 2/1/2022

    60,000       61,088  

Omega Healthcare Investors, Inc.:

   

(REIT), 4.5%, 4/1/2027

    50,000       56,238  

(REIT), 4.75%, 1/15/2028

    60,000       68,357  

VEREIT Operating Partnership LP, (REIT), 2.85%, 12/15/2032

    30,000       31,369  

Welltower, Inc., (REIT), 2.75%, 1/15/2031

    40,000       42,325  
   

 

 

 
      894,047  
Utilities 0.9%

 

ENN Energy Holdings, Ltd., 144A, 2.625%, 9/17/2030

    200,000       201,112  

NextEra Energy Operating Partners LP:

   

144A, 3.875%, 10/15/2026

    190,000       202,825  

144A, 4.25%, 7/15/2024

    275,000       294,250  

Pacific Gas and Electric Co.:

   

2.5%, 2/1/2031

    20,000       20,073  

3.3%, 8/1/2040

    70,000       69,864  

3.5%, 8/1/2050

    25,000       24,848  

Perusahaan Listrik Negara PT, 144A, 2.875%, 10/25/2025

    EUR 260,000       342,458  
   

 

 

 
              1,155,430  

Total Corporate Bonds (Cost $18,134,382)

 

    19,295,845  
    Principal
Amount ($)(c)
    Value ($)  
Asset-Backed 5.6%

 

Automobile Receivables 3.0%

 

AmeriCredit Automobile Receivables Trust, “C”, Series 2019-2, 2.74%, 4/18/2025

    720,000       749,917  

Avis Budget Rental Car Funding AESOP LLC, “C”, Series 2019-1A, 144A, 4.53%, 3/20/2023

    100,000       101,686  

CPS Auto Receivables Trust, “E”, Series 2015-C, 144A, 6.54%, 8/16/2021

    500,000       501,014  

Flagship Credit Auto Trust, “C”, Series 2019-4, 144A, 2.77%, 12/15/2025

    1,100,000       1,144,751  

GMF Floorplan Owner Revolving Trust, “C”, Series 2019-1, 144A, 3.06%, 4/15/2024

    260,000       266,666  

Hertz Vehicle Financing II LP, “B”, Series 2017-2A, 144A, 4.2%, 10/25/2023

    500,000       501,363  

Hyundai Auto Receivables Trust, “C”, Series 2019-B, 2.4%, 6/15/2026

    500,000       522,243  
 

 

 

 
      3,787,640  
Credit Card Receivables 0.6%

 

Fair Square Issuance Trust, “A”, Series 2020-AA, 144A, 2.9%, 9/20/2024

    800,000       808,927  
Miscellaneous 2.0%

 

DB Master Finance LLC, “A2I”, Series 2019-1A, 144A, 3.787%, 5/20/2049

    217,250       222,625  

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

    329,800       353,315  

MVW Owner Trust, “A”, Series 2019-1A, 144A, 2.89%, 11/20/2036

    321,537       333,653  

RR 8 Ltd., “A1B”, Series 2020-8A, 144A, 3-month USD-LIBOR + 1.450%, 1.687%**, 4/15/2033

    490,000       491,517  

Sierra Timeshare Receivables Funding LLC, “A”, Series 2020-2A, 144A, 1.33%, 7/20/2037

    497,991       500,316  

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

    490,000       497,002  

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

    155,200       159,986  
   

 

 

 
              2,558,414  

Total Asset-Backed (Cost $7,021,431)

 

    7,154,981  
Mortgage-Backed Securities Pass-Throughs 3.8%

 

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

    2,072       2,433  
 

 

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

 

  14     |  

Deutsche DWS Variable Series II —

DWS Global Income Builder VIP


    Principal
Amount ($)(c)
    Value ($)  

Federal National Mortgage Association:

   

2.0%, 1/1/2051 (e)

    2,300,000       2,388,826  

4.5%, 9/1/2035

    3,147       3,526  

6.0%, 1/1/2024

    3,838       4,030  

Government National Mortgage Association, 2.0%, 1/1/2051 (e)

    2,300,000       2,404,029  

Total Mortgage-Backed Securities Pass-Throughs (Cost $4,778,652)

 

    4,802,844  
Commercial Mortgage-Backed Securities 3.9%

 

BX Commercial Mortgage Trust, “D”, Series 2018-IND, 144A, 1-month USD-LIBOR + 1.300%, 1.459%**, 11/15/2035

    175,000       174,561  

CFK Trust, “A”, Series 2020-MF2, 144A, 2.387%, 3/15/2039

    750,000       781,479  

Citigroup Commercial Mortgage Trust:

   

“A”, Series 2020-555, 144A, 2.647%, 12/10/2041

    700,000       736,572  

“D”, Series 2019-PRM, 144A, 4.35%, 5/10/2036

    500,000       520,119  

Credit Suisse Commercial Mortgage Trust, “B”, Series 2020-TMIC, 144A, 1-month USD-LIBOR + 5.000%, 5.25%**, 12/15/2035

    700,000       701,357  

FHLMC Multifamily Structured Pass-Through Certificates:

   

“X1”, Series K043, Interest Only, 0.528%**, 12/25/2024

    4,797,953       89,866  

“X1P”, Series KL05, Interest Only, 0.892%**, 6/25/2029

    4,800,000       320,019  

“X1”, Series K110, Interest Only, 1.698%**, 4/25/2030

    3,497,690       463,175  

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

    394,448       248,023  

MTRO Commercial Mortgage Trust, “C”, Series 2019-TECH, 144A, 1-month USD-LIBOR + 1.300%, 1.459%**, 12/15/2033

    250,000       242,780  

Multifamily Connecticut Avenue Securities Trust, “M7”, Series 2019-01, 144A, 1-month USD-LIBOR + 1.700%, 1.848%**, 10/15/2049

    366,604       356,358  

NYT Mortgage Trust, “B”, Series 2019-NYT, 144A, 1-month USD-LIBOR + 1.400%, 1.559%**, 12/15/2035

    350,000       348,051  

Total Commercial Mortgage-Backed Securities (Cost $5,081,623)

 

    4,982,360  
Collateralized Mortgage Obligations 3.1%

 

Connecticut Avenue Securities Trust:

   

“1M2”, Series 2019-R03, 144A, 1-month USD-LIBOR + 2.150%, 2.298%**, 9/25/2031

    97,755       97,636  
    Principal
Amount ($)(c)
    Value ($)  

“1M2”, Series 2019-R02, 144A, 1-month USD-LIBOR + 2.300%, 2.448%**, 8/25/2031

    137,774       137,598  

Fannie Mae Connecticut Avenue Securities:

   

“1M2”, Series 2018-C06, 1-month USD-LIBOR + 2.000%, 2.148%**, 3/25/2031

    105,735       105,054  

“1M2”, Series 2018-C01, 1-month USD-LIBOR + 2.250%, 2.398%**, 7/25/2030

    125,384       124,755  

“1M2”, Series 2018-C05, 1-month USD-LIBOR + 2.350%, 2.498%**, 1/25/2031

    393,628       394,128  

Federal Home Loan Mortgage Corp., “H”, Series 2278, 6.5%, 1/15/2031

    98       109  

Federal National Mortgage Association:

   

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

    274,043       37,521  

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

    79,014       15,649  

Freddie Mac Structured Agency Credit Risk Debt Notes:

   

“M2”, Series 2020-DNA2, 144A, 1-month USD-LIBOR + 1.850%, 1.998%**, 2/25/2050

    1,000,000       993,863  

“M2”, Series 2019-DNA3, 144A, 1-month USD-LIBOR + 2.050%, 2.198%**, 7/25/2049

    260,254       258,800  

“M2”, Series 2019-DNA2, 144A, 1-month USD-LIBOR + 2.450%, 2.598%**, 3/25/2049

    367,855       366,920  

“M2”, Series 2019-DNA1, 144A, 1-month USD-LIBOR + 2.650%, 2.798%**, 1/25/2049

    53,202       53,067  

Government National Mortgage Association:

   

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

    102,791       5,130  

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

    103,013       16,622  

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

    109,248       17,869  

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

    71,420       11,918  

JPMorgan Mortgage Trust:

   

“A11”, Series 2019-9, 144A, 1-month USD-LIBOR + 0.900%, 1.05%**, 5/25/2050

    192,811       193,041  

“AM”, Series 2016-3, 144A, 3.35%**, 10/25/2046

    395,988       401,169  

New Residential Mortgage Loan Trust:

   

“A1”, Series 2019-NQM3, 144A, 2.802%**, 7/25/2049

    297,879       301,572  

“A1”, Series 2019-NQM2, 144A, 3.6%, 4/25/2049

    105,752       106,561  
 

 

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

 

Deutsche DWS Variable Series II —

DWS Global Income Builder VIP

  |   15


    Principal
Amount ($)(c)
    Value ($)  

STACR Trust, “M2”, Series 2018-DNA3, 144A, 1-month USD-LIBOR + 2.100%, 2.248%**, 9/25/2048

    324,324       320,636  

Total Collateralized Mortgage Obligations (Cost $3,901,934)

 

    3,959,618  
Government & Agency Obligations 1.7%

 

Sovereign Bonds

 

Federative Republic of Brazil, 3.875%, 6/12/2030

    200,000       211,000  

Perusahaan Penerbit SBSN Indonesia III, 144A, 2.8%, 6/23/2030

    200,000       212,126  

Republic of Indonesia, 2.85%, 2/14/2030

    625,000       674,306  

Republic of Kazakhstan, 144A, 1.55%, 11/9/2023

    EUR 270,000       341,101  

Republic of Philippines, 2.457%, 5/5/2030

    625,000       673,688  

Total Government & Agency Obligations (Cost $2,068,536)

 

    2,112,221  
Short-Term U.S. Treasury Obligations 1.7%

 

U.S. Treasury Bills:

   

0.101%***, 8/12/2021 (f)

    175,000       174,907  

0.125%***, 8/12/2021

    250,000       249,868  

0.142%***, 6/17/2021 (g)

    1,700,000       1,699,361  

Total Short-Term U.S. Treasury Obligations (Cost $2,123,578)

 

    2,124,136  
    Shares     Value ($)  
Exchange-Traded Funds 3.0%

 

SPDR Bloomberg Barclays Convertible Securities ETF (Cost $2,468,571)

    46,280       3,831,521  
Securities Lending Collateral 0.6%

 

DWS Government & Agency Securities Portfolio “DWS Government Cash Institutional Shares”, 0.03% (h) (i) (Cost $693,562)

    693,562       693,562  
Cash Equivalents 1.9%

 

DWS Central Cash Management Government Fund, 0.08% (h) (Cost $2,394,743)

    2,394,743       2,394,743  
    % of
Net Assets
    Value ($)  

Total Investment Portfolio (Cost $110,070,137)

    104.1       131,938,719  
Other Assets and Liabilities, Net     (4.1     (5,184,255
Net Assets     100.0       126,754,464  
 

 

A summary of the Fund’s transactions with affiliated investments during the year ended December 31, 2020 are as follows:

 

Value ($) at
12/31/2019
  Purchases
Cost ($)
    Sales
Proceeds ($)
    Net
Realized
Gain/
(Loss) ($)
    Net Change in
Unrealized
Appreciation
(Depreciation) ($)
    Income ($)     Capital Gain
Distributions ($)
    Number of
Shares at
12/31/2020
    Value ($)
at
12/31/2020
 

Securities Lending Collateral 0.6%

 

DWS Government & Agency Securities Portfolio “DWS Government Cash Institutional Shares”, 0.03% (h) (i)

 

1,105,478           411,916 (j)                  12,173             693,562       693,562  

Cash Equivalents 1.9%

 

DWS Central Cash Management Government Fund, 0.08% (h)

 

1,544,128     63,175,398       62,324,783                   15,583             2,394,743       2,394,743  
2,649,606     63,175,398       62,736,699                   27,756             3,088,305       3,088,305  

 

*

Non-income producing security.

 

**

Variable or floating rate security. These securities are shown at their current rate as of December 31, 2020. 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, 2020 amounted to $666,666, which is 0.5% of net assets.

 

(b)

Investment was valued using significant unobservable inputs.

 

(c)

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

 

(d)

Perpetual, callable security with no stated maturity date.

 

(e)

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

 

(f)

At December 31, 2020, this security has been pledged, in whole or in part, to cover initial margin requirements for open centrally cleared swap contracts.

 

(g)

At December 31, 2020, this security has been pledged, in whole or in part, to cover initial margin requirements for open futures contracts.

 

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

 

  16     |  

Deutsche DWS Variable Series II —

DWS Global Income Builder VIP


(h)

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

 

(i)

Represents cash collateral held in connection with securities lending. Income earned by the Fund is net of borrower rebates.

 

(j)

Represents the net increase (purchase cost) or decrease (sales proceeds) in the amount invested in cash collateral for the year ended December 31, 2020.

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

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.

LIBOR: London Interbank Offered Rate

MSCI: Morgan Stanley Capital International

PJSC: Public Joint Stock Company

REIT: Real Estate Investment Trust

SBSN: Surat Berharga Syariah Negara (Islamic Based Government Securities)

S&P: Standard & Poor’s

SPDR: Standard & Poor’s Depositary Receipt

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, 2020, open futures contracts purchased were as follows:

 

Futures   Currency     Expiration
Date
    Contracts     Notional
Amount ($)
    Notional
Value ($)
    Unrealized
Appreciation
(Depreciation) ($)
 
3 Month Euro Euribor Interest Rate     EUR       12/13/2021       2       614,158       614,216       58  
3 Month Euro Swiss Franc (Euroswiss) Interest Rate     CHF       12/13/2021       2       569,131       569,129       (2
3 Month Euroyen     JPY       12/13/2021       2       484,463       484,480       17  
3 Month Sterling (Short Sterling) Interest Rate     GBP       12/15/2021       3       512,790       513,146       356  
90 Day Eurodollar Time Deposit     USD       12/13/2021       2       498,700       498,950       250  
ASX 90 Day Bank Accepted Bills     AUD       12/9/2021       3       2,312,347       2,312,508       161  
MSCI E-Mini Emerging Market Index     USD       3/19/2021       81       5,150,977       5,217,210       66,233  
Ultra Long U.S. Treasury Bond     USD       3/22/2021       10       2,164,714       2,135,625       (29,089
Total net unrealized appreciation

 

    37,984  

At December 31, 2020, 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       3/31/2021       19       2,391,281       2,397,117       (5,836
S&P 500 E-Mini Index     USD       3/19/2021       12       2,215,735       2,249,280       (33,545
TOPIX Index     JPY       3/11/2021       17       2,890,185       2,970,946       (80,761
Total unrealized depreciation

 

    (120,142

At December 31, 2020, open interest rate swap contracts were as follows:

 

Centrally Cleared Swaps  
Cash Flows
Paid by
the Fund/
Frequency
  Cash Flows
Received by
the Fund/
Frequency
    Effective/
Expiration
Date
  Notional
Amount ($)
  Currency   Value ($)     Upfront
Payments
Paid/
(Received) ($)
    Unrealized
Depreciation ($)
 
Fixed — 2.0%
Semi-Annually
   
Floating — 3-Month
LIBOR Quarterly
 
 
  1/21/2020
1/21/2030
  1,800,000   USD     (200,558)       (40,434)       (160,124)  

LIBOR: London Interbank Offered Rate; 3-month LIBOR rate as of December 31, 2020 is 0.238%.

As of December 31, 2020, the Fund had the following open forward foreign currency contracts:

 

Contracts to Deliver     In Exchange For     Settlement
Date
     Unrealized
Depreciation ($)
     Counterparty
EUR     800,000       USD       939,411       2/5/2021        (38,637    Bank of America

 

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

 

Deutsche DWS Variable Series II —

DWS Global Income Builder VIP

  |   17


Currency Abbreviations

 

AUD    Australian

Dollar

CHF    Swiss

Franc

EUR    Euro

GBP    British

Pound

JPY    Japanese

Yen

USD    United

States Dollar

 

For information on the Fund’s policy and additional disclosures regarding futures contracts, interest rate swap contracts and forward foreign currency contracts, please refer to the Derivatives section of Note 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, 2020 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         

Communication Services

  $ 4,035,095     $ 2,504,391     $                 —      $ 6,539,486  

Consumer Discretionary

    5,798,007       1,836,720              7,634,727  

Consumer Staples

    2,905,739       2,036,680              4,942,419  

Energy

    1,148,133       412,857              1,560,990  

Financials

    4,880,339       6,486,160              11,366,499  

Health Care

    4,493,390       3,188,592              7,681,982  

Industrials

    2,637,685       2,816,428              5,454,113  

Information Technology

    18,000,589       1,558,576              19,559,165  

Materials

    1,951,328       2,117,152              4,068,480  

Real Estate

    1,364,287       888,485              2,252,772  

Utilities

    2,047,189       2,184,331              4,231,520  
Preferred Stocks (k)     5,286,626                    5,286,626  
Warrants                 8,109        8,109  
Fixed Income Investments (k)         

Corporate Bonds

          19,295,845              19,295,845  

Asset-Backed

          7,154,981              7,154,981  

Mortgage-Backed Securities Pass-Throughs

          4,802,844              4,802,844  

Commercial Mortgage-Backed Securities

          4,982,360              4,982,360  

Collateralized Mortgage Obligations

          3,959,618              3,959,618  

Government & Agency Obligations

          2,112,221              2,112,221  

Short-Term U.S. Treasury Obligations

          2,124,136              2,124,136  
Exchange-Traded Funds     3,831,521                    3,831,521  
Short-Term Investments (k)     3,088,305                    3,088,305  
Derivatives (l)         

Futures Contracts

    67,075                    67,075  
Total   $     61,535,308     $     70,462,377     $ 8,109      $     132,005,794  
Liabilities  

Level 1

   

Level 2

   

Level 3

    

Total

 
Derivatives (l)         

Futures Contracts

  $ (149,233   $     $      $ (149,233

Interest Rate Swap Contracts

          (160,124            (160,124

Forward Foreign Currency Contracts

          (38,637            (38,637
Total   $ (149,233   $ (198,761   $      $ (347,994

 

(k)

See Investment Portfolio for additional detailed categorizations.

 

(l)

Derivatives include unrealized appreciation (depreciation) on open futures contracts, interest rate swap contracts and forward foreign currency contracts.

 

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

 

  18     |  

Deutsche DWS Variable Series II —

DWS Global Income Builder VIP


Statement of Assets and Liabilities

 

as of December 31, 2020        
Assets        
Investments in non-affiliated securities, at value (cost $106,981,832) — including $666,666 of securities loaned   $ 128,850,414  
Investment in DWS Government & Agency Securities Portfolio (cost $693,562)*     693,562  
Investment in DWS Central Cash Management Government Fund (cost $2,394,743)     2,394,743  
Cash     20,000  
Foreign currency, at value (cost $101,917)     86,829  
Receivable for investments sold     35,000  
Receivable for Fund shares sold     1,327  
Dividends receivable     124,218  
Interest receivable     233,394  
Receivable for variation margin on centrally cleared swaps     3,641  
Foreign taxes recoverable     77,381  
Other assets     2,607  
Total assets     132,523,116  
Liabilities        
Payable upon return of securities loaned     693,562  
Payable for investments purchased — when-issued/delayed delivery securities     4,793,802  
Payable for Fund shares redeemed     37,152  
Payable for variation margin on futures contracts     15,338  
Unrealized depreciation on forward foreign currency contracts     38,637  
Accrued management fee     39,367  
Accrued Trustees’ fees     2,683  
Other accrued expenses and payables     148,111  
Total liabilities     5,768,652  
Net assets, at value   $ 126,754,464  
Net Assets Consist of

 

Distributable earnings (loss)     25,919,499  
Paid-in capital     100,834,965  
Net assets, at value   $ 126,754,464  
Net Asset Value

 

Class A

 

Net Asset Value, offering and redemption price per share ($126,742,285 ÷ 5,056,269 outstanding shares of beneficial interest, no par value, unlimited number of shares authorized)   $ 25.07  

Class B

 

Net Asset Value, offering and redemption price per share ($12,179 ÷ 487 outstanding shares of beneficial interest, no par value, unlimited number of shares authorized)   $ 25.01  

 

*

Represents collateral on securities loaned.

 

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

 

Deutsche DWS Variable Series II —

DWS Global Income Builder VIP

  |   19


Statement of Operations

 

for the year ended December 31, 2020

 

Investment Income        
Income:

 

Dividends (net of foreign taxes withheld of $107,329)   $ 2,462,134  
Interest     1,271,929  
Income distributions — DWS Central Cash Management Government Fund     15,583  
Securities lending income, net of borrower rebates     12,173  
Total income     3,761,819  
Expenses:  
Management fee     442,071  
Administration fee     116,532  
Services to Shareholders     685  
Distribution service fees (Class B)     28  
Custodian fee     21,373  
Professional fees     97,135  
Reports to shareholders     54,184  
Trustees’ fees and expenses     5,726  
Other     28,733  
Total expenses before expense reductions     766,467  
Expense reductions     (18
Total expenses after expense reductions     766,449  
Net investment income     2,995,370  
Realized and Unrealized Gain (Loss)        
Net realized gain (loss) from:  
Investments     (253,441
Swap contracts     477,028  
Futures     1,538,385  
Forward foreign currency contracts     (42,436
Foreign currency     69,705  
      1,789,241  
Change in net unrealized appreciation (depreciation) on:  
Investments     4,642,313  
Swap contracts     (137,505
Futures     (28,164
Forward foreign currency contracts     (32,854
Foreign currency     (12,136
      4,431,654  
Net gain (loss)     6,220,895  
Net increase (decrease) in net assets resulting from operations   $ 9,216,265  

 

 

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

 

  20     |  

Deutsche DWS Variable Series II —

DWS Global Income Builder VIP


Statements of Changes in Net Assets

 

    Years Ended December 31,  
Increase (Decrease) in Net Assets  

2020

   

2019

 
Operations:    
Net investment income   $ 2,995,370     $ 3,775,658  
Net realized gain (loss)     1,789,241       2,358,917  
Change in net unrealized appreciation (depreciation)     4,431,654       17,107,421  
Net increase (decrease) in net assets resulting from operations     9,216,265       23,241,996  
Distributions to shareholders:    

Class A

    (6,579,884     (5,055,619

Class B

    (575     (391
Total distributions     (6,580,459     (5,056,010
Fund share transactions:    

Class A

   
Proceeds from shares sold     2,458,485       3,126,739  
Reinvestment of distributions     6,579,884       5,055,619  
Payments for shares redeemed     (14,768,561     (16,140,970
Net increase (decrease) in net assets from Class A share transactions     (5,730,192     (7,958,612

Class B

   
Reinvestment of distributions     575       391  
Net increase (decrease) in net assets from Class B share transactions     575       391  
Increase (decrease) in net assets     (3,093,811     10,227,765  
Net assets at beginning of period     129,848,275       119,620,510  
Net assets at end of period   $ 126,754,464     $ 129,848,275  
Other Information

 

Class A

 

Shares outstanding at beginning of period     5,271,275       5,608,755  
Shares sold     106,312       133,321  
Shares issued to shareholders in reinvestment of distributions     324,451       220,866  
Shares redeemed     (645,769     (691,667
Net increase (decrease) in Class A shares     (215,006     (337,480
Shares outstanding at end of period     5,056,269       5,271,275  

Class B

   
Shares outstanding at beginning of period     458.6       441.5  
Shares issued to shareholders in reinvestment of distributions     28.4       17.1  
Net increase (decrease) in Class B shares     28.4       17.1  
Shares outstanding at end of period     487       458.6  

 

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

 

Deutsche DWS Variable Series II —

DWS Global Income Builder VIP

  |   21


Financial Highlights

 

DWS Global Income Builder VIP — Class A                                        
   

Years Ended December 31,

 
    

2020

    2019     2018     2017     2016  
Selected Per Share Data                                        
Net asset value, beginning of period   $ 24.63     $ 21.33     $ 26.56     $ 23.50     $ 22.93  
Income (loss) from investment operations:          

Net investment incomea

    .57       .69       .80       .71       .61  

Net realized and unrealized gain (loss)

    1.16       3.54       (2.67     3.10       .91  

Total from investment operations

    1.73       4.23       (1.87     3.81       1.52  
Less distributions from:          

Net investment income

    (.74     (.90     (.98     (.75     (.95

Net realized gains

    (.55     (.03     (2.38            

Total distributions

    (1.29     (.93     (3.36     (.75     (.95
Net asset value, end of period   $ 25.07     $ 24.63     $ 21.33     $ 26.56     $ 23.50  
Total Return (%)     8.28       20.16       (7.66 )b      16.54       6.81  
Ratios to Average Net Assets and Supplemental Data                                        
Net assets, end of period ($ millions)     127       130       120       147       185  
Ratio of expenses before expense reductions (%)c     .64       .68       .69       .63       .62  
Ratio of expenses after expense reductions (%)c     .64       .68       .68       .63       .62  
Ratio of net investment income (loss) (%)     2.51       2.96       3.34       2.85       2.66  
Portfolio turnover rate (%)     137       182       70       122       135  

 

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.

 

DWS Global Income Builder VIP — Class B                        
    Years Ended December 31,    

Period
Ended

12/31/18a

 
    

2020

   

2019

 
Selected Per Share Data                        
Net asset value, beginning of period   $ 24.61     $ 21.30     $ 22.65  
Income (loss) from investment operations:      

Net investment incomeb

    .50       .65       .50  

Net realized and unrealized gain (loss)

    1.15       3.55       (1.85

Total from investment operations

    1.65       4.20       (1.35
Less distributions from:      

Net investment income

    (.70     (.86      

Net realized gains

    (.55     (.03      

Total distributions

    (1.25     (.89      
Net asset value, end of period   $ 25.01     $ 24.61     $ 21.30  
Total Return (%)c     7.90       20.01       (5.96 )** 
Ratios to Average Net Assets and Supplemental Data                        
Net assets, end of period ($ thousands)     12       11       9  
Ratio of expenses before expense reductions (%)d     1.10       1.10       1.15 * 
Ratio of expenses after expense reductions (%)d     .93       .86       .86 * 
Ratio of net investment income (loss) (%)     2.20       2.77       3.30 * 
Portfolio turnover rate (%)     137       182       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.

 

  22     |  

Deutsche DWS Variable Series II —

DWS Global Income Builder VIP


Notes to Financial Statements    

A. Organization and Significant Accounting Policies

DWS Global Income Builder VIP (the “Fund”) is a diversified series of Deutsche DWS 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 of up to 0.15% and Rule 12b-1 fees under the 1940 Act equal to an annual rate of up to 0.25% of the average daily net assets of the Class B shares of the Fund. Class A shares are not subject to such fees.

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

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

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

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

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

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

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

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

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

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

 

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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, 2020, the Fund invested the cash collateral into a joint trading account in DWS Government & Agency Securities Portfolio, an affiliated money market fund managed by DWS Investment Management Americas, Inc. DWS Investment Management Americas, Inc. receives a management/administration fee (0.06% annualized effective rate as of December 31, 2020) 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, 2020, the Fund had securities on loan. 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, 2020  
     Overnight
and
Continuous
    <30 days     Between 30
& 90 days
    >90 days     Total  

Securities Lending Transactions

         
Common Stocks   $ 663,602     $     $     $     $ 663,602  
Corporate Bonds     29,960                       —                       —                       —       29,960  
Total Borrowings   $ 693,562     $     $     $     $ 693,562  

Gross amount of recognized liabilities for securities lending transactions

 

      $ 693,562  

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, 2020 and has determined that no provision for income tax and/or uncertain tax positions is required in the Fund’s financial statements. The Fund’s federal tax returns for the prior three fiscal years remain open subject to examination by the Internal Revenue Service.

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

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

At December 31, 2020, the Fund’s components of distributable earnings on a tax basis were as follows:

 

Undistributed ordinary income*   $ 3,031,181  
Undistributed long-term capital gains   $ 1,789,328  
Net unrealized appreciation (depreciation) on investments   $ 21,085,539  

 

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At December 31, 2020, the aggregate cost of investments for federal income tax purposes was $110,627,722. The net unrealized appreciation for all investments based on tax cost was $21,085,539. This consisted of aggregate gross unrealized appreciation for all investments for which there was an excess of value over tax cost of $22,865,547 and aggregate gross unrealized depreciation for all investments for which there was an excess of tax cost over value of $1,780,008.

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

 

    Years Ended December 31,  
     2020     2019  
Distributions from ordinary income*   $ 4,875,936     $ 4,909,285  
Distributions from long-term capital gains   $ 1,704,523     $ 146,725  

 

*

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.

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.

 

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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, 2020, 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, 2020 is included in a table following the Fund’s Investment Portfolio. For the year ended December 31, 2020, the investment in interest rate swap contracts had a total notional amount generally indicative of a range from $800,000 to $5,600,000.

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, 2020, 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.

There were no open credit default swap contracts as of December 31, 2020. For the year ended December 31, 2020, the investment in credit default swap contracts sold had a total notional value generally indicative of a range from $0 to $2,576,000.

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, 2020, the Fund entered into interest rate futures to gain exposure to different parts of the yield curve while managing overall duration. The Fund also entered into interest rate futures contracts for non-hedging purposes to seek to enhance potential gains. In addition, the Fund entered into equity index futures as a means of gaining exposure to the equity asset class without investing directly into such asset class and to manage the risk of stock market volatility.

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

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

A summary of the open futures contracts as of December 31, 2020 is included in a table following the Fund’s Investment Portfolio. For the year ended December 31, 2020, the investment in futures contracts purchased had a total notional value generally indicative of a range from approximately $12,345,000 to $42,318,000, and

 

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the investment in futures contracts sold had a total notional value generally indicative of a range from approximately $6,988,000 to $12,281,000.

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, 2020, the Fund entered into forward currency contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign currency denominated portfolio holdings, to facilitate transactions in foreign currency denominated securities and for non-hedging purposes to seek to enhance potential gains.

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

A summary of the open forward currency contracts as of December 31, 2020 is included in a table following the Fund’s Investment Portfolio. For the year ended December 31, 2020, the investment in forward currency contracts short vs. U.S. dollars had a total contract value generally indicative of a range from approximately $617,000 to $1,175,000, 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 $567,000.

The following tables summarize the value of the Fund’s derivative instruments held as of December 31, 2020 and the related location in the accompanying Statement of Assets and Liabilities, presented by primary underlying risk exposure:

 

Asset Derivatives  

Futures

Contracts

 
Equity Contracts (a)   $ 66,233  
Interest Rate Contracts (a)     842  
    $ 67,075  

The above derivative 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.

 

Liability Derivatives   Forward
Contracts
    Swap
Contracts
    Futures
Contracts
    Total  
Equity Contracts (b)   $     $     $ (114,306   $ (114,306
Interest Rate Contracts (b)           (160,124     (34,927     (195,051
Foreign Exchange Contracts (c)     (38,637           `—       (38,637
    $ (38,637   $ (160,124   $ (149,233   $ (347,994

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

 

(b)

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.

 

(c)

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, 2020, 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  
Equity Contracts (d)   $     $     $ 251,402     $ 251,402  
Credit Contracts (d)           970,253             970,253  
Interest Rate Contracts (d)           (493,225     1,286,983       793,758  
Foreign Exchange Contracts (d)     (42,436                 (42,436
    $ (42,436   $ 477,028     $ 1,538,385     $ 1,972,977  

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

 

(d)

Net realized gain (loss) from forward foreign currency contracts, swap contracts and futures, respectively

 

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Change in Net Unrealized

Appreciation (Depreciation)

  Forward
Contracts
    Swap
Contracts
    Futures
Contracts
    Total  
Equity Contracts (e)   $     $     $ (100,076   $ (100,076
Credit Contracts (e)           (13,370           (13,370
Interest Rate Contracts (e)           (124,135     71,912       (52,223
Foreign Exchange Contracts (e)     (32,854                 (32,854
    $ (32,854   $ (137,505   $ (28,164   $ (198,523

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

 

(e)

Change in net unrealized appreciation (depreciation) on forward foreign currency contracts, swap contracts and futures, respectively

As of December 31, 2020, 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 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   $ 38,637     $     $     $ 38,637  

C. Purchases and Sales of Securities

During the year ended December 31, 2020, purchases and sales of investment transactions, excluding short-term investments, were as follows:

 

     Purchases     Sales  
Non-U.S. Treasury Obligations   $ 153,938,303     $ 155,711,395  
U.S. Treasury Obligations   $ 5,785,426     $ 5,869,052  

D. Related Parties

Management Agreement. Under the Investment Management Agreement with DWS 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.

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, 2020, 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, 2020 through September 30, 2021 (and through April 30, 2020 for Class B shares), the Advisor has contractually agreed to waive its fees and/or reimburse certain operating expenses

 

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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     .71
Class B     .86

Effective May 1, 2020 through September 30, 2021, 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 0.96%.

For the year ended December 31, 2020, fees waived and/or expenses reimbursed for Class B are $18.

Administration Fee. Pursuant to an Administrative Services Agreement, DIMA provides most administrative services to the Fund. Prior to March 1, 2020, for all services provided under the Administrative Services Agreement, the Fund paid DIMA an annual fee (“Administration Fee”) of 0.10% of the Fund’s average daily net assets, computed and accrued daily and payable monthly. Effective March 1, 2020, for all services provided under the Administrative Services Agreement, the Fund pays the Advisor an annual Administration Fee of 0.097% of the Fund’s average daily net assets, computed and accrued daily and payable monthly. For the year ended December 31, 2020, the Administration Fee was $116,532, of which $10,321 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 up to 0.25% of average daily net assets of Class B shares. For the year ended December 31, 2020, the Distribution Service Fee was as follows:

 

Distribution Fee   Total
Aggregated
    Unpaid at
December 31, 2020
 
Class B   $ 28     $ 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, 2020, the amounts charged to the Fund by DSC were as follows:

 

Services to Shareholders   Total
Aggregated
    Unpaid at
December 31 , 2020
 
Class A   $ 480     $ 89  
Class B     22       4  
    $ 502     $ 93  

Other 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, 2020, the amount charged to the Fund by DIMA included in the Statement of Operations under “Reports to shareholders” aggregated $13,086, of which $5,495 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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Securities Lending Agent Fees. Deutsche Bank AG serves as securities lending agent for the Fund. For the year ended December 31, 2020, the Fund incurred securities lending agent fees to Deutsche Bank AG in the amount of $1,099.

E. Ownership of the Fund

At December 31, 2020, one participating insurance company was owner of record of 10% or more of the total outstanding Class A shares of the Fund, owning 68%.

F. Line of Credit

The Fund and other affiliated funds (the “Participants”) share in a $350 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, 2020.

G. Other — COVID-19 Pandemic

A novel coronavirus known as COVID-19, declared a pandemic by the World Health Organization, has caused significant uncertainty, market volatility, decreased economic and other activity and increased government activity. Specifically, COVID-19 has led to significant death and morbidity, and concerns about its further spread have resulted in the closing of schools and non-essential businesses, cancellations, shelter-in place orders, lower consumer spending in certain sectors, social distancing, bans on large social gatherings and travel, quarantines, government economic stimulus measures, reduced productivity, rapid increases in unemployment, increased demand for and strain on government and medical resources, border closings and global trade and supply chain interruptions, among others. The full effects, duration and costs of the COVID-19 pandemic are impossible to predict, and the circumstances surrounding the COVID-19 pandemic will continue to evolve. The pandemic may affect certain countries, industries, economic sectors, companies and investment products more than others, may exacerbate existing economic, political, or social tensions and may increase the probability of an economic recession or depression. The Fund and its investments may be adversely affected by the effects of the COVID-19 pandemic, and a prolonged pandemic may result in the Fund and its service providers experiencing operational difficulties in coordinating a remote workforce and implementing their business continuity plans, among others. Management will continue to monitor the impact COVID-19 has on the Fund and reflect the consequences as appropriate in the Fund’s accounting and financial reporting.

 

Deutsche DWS Variable Series II —

DWS Global Income Builder VIP

  |   31


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 (the “Fund”) (one of the funds constituting Deutsche DWS Variable Series II) (the “Trust”), including the investment portfolio, as of December 31, 2020, 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, 2020, 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, 2020, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others 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 12, 2021

 

  32     |  

Deutsche DWS Variable Series II —

DWS Global Income Builder VIP


Information About Your Fund’s Expenses   (Unaudited)

As an investor of the Fund, you incur two types of costs: ongoing expenses and transaction costs. Ongoing expenses include management fees and other Fund expenses. Examples of transaction costs include contract charges, which are not shown in this section. The following tables are intended to help you understand your ongoing expenses (in dollars) of investing in the Fund and to help you compare these expenses with the ongoing expenses of investing in other mutual funds. In the most recent six-month period, Class B limited these expenses; had it not done so, expenses would have been higher. The example in the table is based on an investment of $1,000 invested at the beginning of the six-month period and held for the entire period (July 1, 2020 to December 31, 2020).

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, 2020         
Actual Fund Return   Class A     Class B  
Beginning Account Value 1/1/20   $ 1,000.00     $ 1,000.00  
Ending Account Value 6/30/20   $ 1,151.10     $ 1,148.80  
Expenses Paid per $1,000*   $ 3.35     $ 5.19  
Hypothetical 5% Fund Return   Class A     Class B  
Beginning Account Value 1/1/20   $ 1,000.00     $ 1,000.00  
Ending Account Value 6/30/20   $ 1,022.02     $ 1,020.31  
Expenses Paid per $1,000*   $ 3.15     $ 4.88  

 

*

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 366.

 

Annualized Expense Ratio   Class A     Class B  
Deutsche DWS Variable Series II — DWS Global Income Builder VIP     .62     .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.

 

Deutsche DWS Variable Series II —

DWS Global Income Builder VIP

  |   33


Tax Information   (Unaudited)

The Fund paid distributions of $0.34 per share from net long-term capital gains during its year ended December 31, 2020.

Pursuant to Section 852 of the Internal Revenue Code, the Fund designates $1,987,000 as capital gain dividends for its year ended December 31, 2020.

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, 2020 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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Deutsche DWS Variable Series II —

DWS Global Income Builder VIP


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”) in September 2020.

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 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”).

 

 

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 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.

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 also considered the risks to DIMA in sponsoring or managing the Fund, including financial, operational and reputational risks, the potential economic impact to DIMA from such risks and DIMA’s approach to addressing such risks. 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 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, 2019, the Fund’s performance (Class A shares) was in the 2nd

 

Deutsche DWS Variable Series II —

DWS Global Income Builder VIP

  |   35


quartile, 1st quartile and 1st quartile, respectively, of the applicable Morningstar universe (the 1st quartile being the best performers and the 4th quartile being the worst performers). The Board also observed that the Fund has underperformed its benchmark in the one-, three- and five-year periods ended December 31, 2019.

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, 2019). The Board noted that, effective March 1, 2020, the fee paid to DIMA under the Fund’s administrative services agreement was reduced to 0.097%. The Board noted that the Fund’s Class A shares total (net) operating expenses were expected to be equal to the median of the applicable Broadridge expense universe (based on Broadridge data provided as of December 31, 2019, 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 other operational 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 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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Deutsche DWS Variable Series II —

DWS Global Income Builder VIP


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.

The Board also considered that on September 24, 2020, the SEC granted a temporary order permitting DIMA and its affiliates to continue providing investment advisory and underwriting services to the DWS Funds notwithstanding a consent order entered into by Deutsche Bank AG on June 17, 2020 (the “Consent Order”). The Board noted that the temporary order was granted effective as of the date of the Consent Order. The Board also noted various representations by DIMA to the Board relating to the Consent Order, including that the conduct giving rise to the Consent Order (unintentional conduct that resulted from a system outage that prevented Deutsche Bank AG from reporting data in accordance with applicable CFTC requirements for five days in April 2016) did not involve any DWS Fund or services DIMA and its affiliates provide to the DWS Funds, that DIMA and its personnel had no involvement in the alleged conduct giving rise to the Consent Order, and that the DWS Funds would not bear any financial impact or costs relating to the Consent Order.

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

 

Deutsche DWS Variable Series II —

DWS Global Income Builder VIP

  |   37


Board Members and Officers

The following table presents certain information regarding the Board Members and Officers of the Trust/Corporation. 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 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 Trust/Corporation. 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. The number of funds in the DWS fund complex shown in the table below includes all registered open- and closed-end funds (including all of their portfolios) advised by the Advisor and any registered funds that have an investment advisor that is an affiliated person of the Advisor.

 

Independent Board Members       
Name, Year of Birth,
Position with the Trust/
Corporation 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); former Chairman, National Association of Small Business Investment Companies; former Directorships: ICI Mutual Insurance Company; BoxTop Media Inc. (advertising); Sun Capital Advisers Trust (mutual funds) (2011–2012)     73    

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 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.; Oak Brook Bank; and Prisma Energy International. Not-for-Profit Director/Trustee: Palm Beach Civic Association; Window to the World Communications (public media); Life Director of Harris Theater for Music and Dance (Chicago); Life Director of Hubbard Street Dance Chicago; former Not-for-Profit Directorships: Public Radio International     73     Portland
General
Electric2
(utility
company)
(2003–
present)

Dawn-Marie Driscoll (1946)

 

Board Member since 1987

  Emeritus Executive Fellow, Center for Business Ethics, Bentley University; formerly: 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)     73    

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)     73     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     73    

 

  38     |  

Deutsche DWS Variable Series II —

DWS Global Income Builder VIP


Name, Year of Birth,
Position with the Trust/
Corporation 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

Rebecca W. Rimel (1951)

 

Board Member since 1995

  Senior Advisor, The Pew Charitable Trusts (charitable organization) (since July 2020); 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); President, Chief Executive Officer and Director, The Pew Charitable Trusts (charitable organization) (1994–2020)     73     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)     73    

 

Officers4    
Name, Year of Birth,
Position with the Trust/
Corporation and
Length of Time Served5
  Business Experience and Directorships During the Past Five Years

Hepsen Uzcan6 (1974)

 

President and Chief Executive Officer, 2017–present

  Managing Director3, DWS; Secretary, DWS USA Corporation (2018–present); Assistant Secretary, DWS Distributors, Inc. (2018–present); Director and Vice President, DWS Service Company (2018–present); Assistant Secretary, DWS Investment Management Americas, Inc. (2018–present); Director and President, DB Investment Managers, Inc. (2018–present); President and Chief Executive Officer, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2017–present); formerly: Vice President for the Deutsche funds (2016–2017); Assistant Secretary for the DWS funds (2013–2019); Assistant Secretary, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2013–2020); Directorships: Interested Director, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (since June 25, 2020); ICI Mutual Insurance Company (since October 16, 2020); and Episcopalian Charities of New York (2018–present)

John Millette7 (1962)

 

Vice President and Secretary, 1999–present

  Director,3 DWS; Chief Legal Officer, DWS Investment Management Americas, Inc. (2015–present); Director and Vice President, DWS Trust Company (2016–present); Secretary, DBX ETF Trust (2020–present); Secretary, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2011–present); formerly: Secretary, Deutsche Investment Management Americas Inc. (2015–2017); Assistant Secretary, DBX ETF Trust (2019–2020); Assistant Secretary (July 14, 2006–December 31, 2010) and Secretary (January 31, 2006–July 13, 2006), The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc.

Ciara Crawford8 (1984)

 

Assistant Secretary, (2019–present)

  Associate, DWS (since 2015); previously, Legal Assistant at Accelerated Tax Solutions.

Diane Kenneally7 (1966)

 

Chief Financial Officer and Treasurer, 2018–present

  Director,3 DWS; Treasurer, Chief Financial Officer and Controller, DBX ETF Trust (2019–present); Treasurer and Chief Financial Officer, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2018–present); formerly: Assistant Treasurer for the DWS funds (2007–2018)

Paul Antosca7 (1957)

 

Assistant Treasurer, 2007–present

  Director,3 DWS; and Assistant Treasurer, DBX ETF Trust (2019–present)

Sheila Cadogan7 (1966)

 

Assistant Treasurer, 2017–present

  Director,3 DWS; Director and Vice President, DWS Trust Company (2018–present); Assistant Treasurer, DBX ETF Trust (2019–present); Assistant Treasurer, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2018–present)

Scott D. Hogan7 (1970)

 

Chief Compliance Officer, 2016–present

  Director,3 DWS; Chief Compliance Officer, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2016–present)

Caroline Pearson7 (1962)

 

Chief Legal Officer, 2010–present

  Managing Director3, DWS; Assistant Secretary, DBX ETF Trust (2020–present); Chief Legal Officer, DBX Advisors LLC and DBX Strategic Advisors LLC (2020–present); Chief Legal Officer, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2012–present); formerly: Secretary, Deutsche AM Distributors, Inc. (2002–2017); and Secretary, Deutsche AM Service Company (2010–2017)

 

Deutsche DWS Variable Series II —

DWS Global Income Builder VIP

  |   39


Name, Year of Birth,
Position with the Trust/
Corporation and
Length of Time Served5
  Business Experience and Directorships During the Past Five Years

Michelle Goveia-Pine6 (1970)

 

Interim Anti-Money Laundering Compliance Officer,

since July 10, 2020

  Director,3 DWS; Interim AML Officer, DWS Trust Company (since July 28, 2020); Interim AML Officer, DBX ETF Trust (since July 9, 2020); Interim AML Officer, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (since July 24, 2020)

 

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: 875 Third Avenue, New York, NY 10022.

 

7 

Address: 100 Summer Street, Boston, MA 02110.

 

8 

Address: 5022 Gate Parkway, Suite 400, Jacksonville, FL 32256.

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.

 

  40     |  

Deutsche DWS Variable Series II —

DWS Global Income Builder VIP


Notes


Notes


Notes


LOGO  

VS2GIB-2 (R-025825-10 2/21)

 


December 31, 2020

Annual Report

Deutsche DWS Variable Series II

 

 

 

DWS Government Money Market VIP

 

 

LOGO


Contents

 

  3      Management Summary
  5      Portfolio Summary
  6      Investment Portfolio
  8      Statement of Assets and Liabilities
  8      Statement of Operations
  9      Statements of Changes in Net Assets
  10      Financial Highlights
  11      Notes to Financial Statements
  14      Report of Independent Registered Public Accounting Firm
  15      Information About Your Fund’s Expenses
  16      Tax Information
  16      Proxy Voting
  17      Advisory Agreement Board Considerations and Fee Evaluation
  20      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. 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.

War, terrorism, economic uncertainty, trade disputes, public health crises (including the recent pandemic spread of the novel coronavirus) and related geopolitical events could lead to increased market volatility, disruption to U.S. and world economies and markets and may have significant adverse effects on the Fund and its investments.

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

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

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

NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY

 

  2     |  

Deutsche DWS Variable Series II —

DWS Government Money Market VIP


Management Summary   December 31, 2020 (Unaudited)

During the 12-month period ended December 31, 2020, the Fund provided a total return of 0.24% (Class A shares, unadjusted for contract charges). All performance is historical and does not guarantee future results. Yields fluctuate and are not guaranteed.

Over the past 12 months ended December 31, 2020, yields across the money market yield curve fluctuated based on the status of the U.S. economy, evolving U.S. Federal Reserve (Fed) statements and actions, federal, state and local responses to the coronavirus pandemic, and investor sentiment regarding U.S. political uncertainty and U.S./China trade tensions. In January, the first news of the coronavirus outbreak in China reached the rest of the world, and by February and March, the virus had already spread dramatically in some parts of Europe and the United States. As worries about the outbreak grew, the U.S. financial system endured severe shocks as state and local governments imposed ever-increasing restrictions on public gatherings while significant portions of the U.S. economy were shut down, and the country instantly saw massive job losses and depressed economic activity. In response, the Fed almost immediately enacted a series of measures to gradually restore liquidity to the money markets and boost confidence in financial markets overall. The Fed cut short-term rates by 1.5 percentage points, re-initiated quantitative easing through significant purchases of Treasury, agency, mortgage and high yield securities, restarted liquidity facilities that had been effective in boosting market liquidity during the 2008 financial crisis, and added new facilities. On the fiscal side, Congress and the Administration enacted a $2.3 trillion aid package that included direct payments to individuals, enhanced unemployment benefits and loans to small businesses. These actions helped to stabilize equity markets and boosted investor confidence. Liquidity within the money markets, which had all but disappeared in early March, was restored to a tremendous degree in April due to the above-mentioned monetary and fiscal measures. As a result, by the end of April money markets had largely normalized, in our view.

During the early fall through the end of 2020, investors largely looked past the Administration’s evident pullback from a full-scale national effort to combat the coronavirus. Market watchers then anxiously awaited the outcome of the U.S. election, witnessed significant political disruptions, and waited to see whether Congress and the Administration could agree on another financial relief package for citizens, states and cities, and small businesses. A relief package, though smaller than anticipated, finally was approved near the end of the year.

We were able to maintain what we believe to be a competitive yield for the Fund during the annual period ended December 31, 2020. During the period, the Fund held a large percentage of portfolio assets in agency and Treasury floating-rate securities to take advantage of incremental rises in SOFR (the Secured Overnight Financing Rate) and Treasury bill rates. 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.

While significant U.S. political uncertainty has persisted through the end of 2020 and beyond, given the results of the election we believe that the prospects for additional fiscal stimulus in early 2021 have measurably increased. With that, we look for higher short-term Treasury issuance, which should relieve some downward pressure on money market yields and help yields to pick up marginally. Our strategy over the coming weeks will be to shorten duration now in preparation for continued steepening in the money market yield curve in 2021 that we believe may occur, and take advantage of higher yields when possible.

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.

 

Deutsche DWS Variable Series II —

DWS Government Money Market VIP

  |   3


Fund Performance (as of December 31, 2020)

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, 2020   0.01%*

 

*

The 7-Day Current Yield would have been -.35% had certain expenses not been reduced.

Yields are historical, will fluctuate and do not guarantee future performance. The 7-day current yield refers to the income paid by the portfolio over a 7-day period expressed as an annual percentage rate of the fund’s shares outstanding. Please visit our Web site at liquidity.dws.com/US/index.jsp for the product’s most recent month-end performance.

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.

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.

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.

SOFR, or the Secured Overnight Financing Rate, is a benchmark interest rate for short-term U.S. dollar-denominated loans that has been recommended to replace the London Interbank Offered Rate (LIBOR). SOFR is based on transactions in the Treasury repurchase market where investors offer banks overnight loans backed by their bond assets.

Duration is a measure of price volatility for fixed-income instruments. Duration can be defined as the approximate percentage change in price for a 100 basis point (one single percentage point) change in market interest rate levels.

 

  4     |  

Deutsche DWS Variable Series II —

DWS Government Money Market VIP


Portfolio Summary   (Unaudited)

 

Asset Allocation (As a % of Investment Portfolio)    12/31/20      12/31/19  
Government & Agency Obligations      77%        79%  
Repurchase Agreements      23%        21%  
       100%        100%  
Weighted Average Maturity    12/31/20      12/31/19  
Deutsche DWS Variable Series II — DWS Government Money Market VIP      26 days        29 days  
iMoneyNet Money Fund AverageTM — Gov’t & Agency Retail*      37 days        29 days  

 

*

The Fund is compared to its respective iMoneyNet Money Fund Average category: Gov’t & Agency Retail — 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 6.

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 as of each month-end. Please see the Fund’s current prospectus for more information.

 

Deutsche DWS Variable Series II —

DWS Government Money Market VIP

  |   5


Investment Portfolio   as of December 31, 2020

 

    Principal
Amount ($)
    Value ($)  
Government & Agency Obligations 77.1%

 

U.S. Government Sponsored Agencies 32.6%

 

Federal Farm Credit Bank:

   

1-month LIBOR minus 0.055%, 0.093%*, 2/3/2021

    1,000,000       999,991  

0.112%**, 4/16/2021

    1,500,000       1,499,519  

SOFR plus 0.070%, 0.16%*, 8/11/2022

    500,000       500,041  

0.35%, 5/7/2021

    1,250,000       1,249,764  

Federal Home Loan Bank:

   

3-month LIBOR minus 0.155%, 0.061%*, 1/29/2021

    1,000,000       1,000,000  

0.09%**, 3/24/2021

    1,500,000       1,499,696  

1-month LIBOR minus 0.050%, 0.098%*, 1/27/2021

    1,000,000       1,000,000  

0.1%**, 1/29/2021

    2,500,000       2,499,809  

SOFR plus 0.010%, 0.1%*, 5/3/2021

    4,000,000       4,000,000  

0.11%, 4/26/2021

    1,000,000       999,980  

SOFR plus 0.030%, 0.12%*, 1/28/2021

    1,500,000       1,500,000  

SOFR plus 0.040%, 0.13%*, 2/9/2021

    1,000,000       1,000,000  

SOFR plus 0.040%, 0.13%*, 2/26/2021

    2,750,000       2,750,000  

1-month LIBOR minus 0.010%, 0.138%*, 5/3/2021

    750,000       749,974  

SOFR plus 0.050%, 0.14%*, 1/22/2021

    300,000       300,000  

SOFR plus 0.050%, 0.14%*, 1/28/2021

    2,500,000       2,500,000  

0.15%, 11/22/2021

    1,000,000       1,000,000  

SOFR plus 0.065%, 0.155%*, 2/26/2021

    1,500,000       1,500,000  

SOFR plus 0.120%, 0.21%*, 2/28/2022

    1,000,000       1,000,000  

0.458%**, 3/8/2021

    2,500,000       2,497,938  

0.529%**, 3/9/2021

    1,000,000       999,032  

Federal Home Loan Mortgage Corp.:

 

 

SOFR plus 0.030%, 0.12%*, 1/22/2021

    1,200,000       1,200,000  

SOFR plus 0.030%, 0.12%*, 2/24/2021

    1,500,000       1,500,000  

SOFR plus 0.070%, 0.16%*, 2/25/2022

    3,000,000       3,000,000  

SOFR plus 0.950%, 0.185%*, 8/19/2022

    1,500,000       1,500,000  

SOFR plus 0.150%, 0.24%*, 3/4/2022

    1,750,000       1,747,189  

Federal National Mortgage Association:

 

 

SOFR plus 0.040%, 0.13%*, 1/29/2021

    1,500,000       1,500,000  

SOFR plus 0.050%, 0.14%*, 3/4/2021

    3,500,000       3,500,000  

SOFR plus 0.075%, 0.165%*, 6/4/2021

    2,000,000       2,000,000  

SOFR plus 0.300%, 0.39%*, 1/7/2022

    1,500,000       1,500,000  

SOFR plus 0.310%, 0.4%*, 10/25/2021

    1,500,000       1,500,000  
   

 

 

 
      49,992,933  
    Principal
Amount ($)
    Value ($)  
U.S. Treasury Obligations 44.5%

 

U.S. Treasury Bills:

   

0.082%**, 2/16/2021

    5,000,000       4,999,483  

0.086%**, 2/25/2021

    8,250,000       8,248,911  

0.092%**, 5/27/2021

    5,000,000       4,998,175  

0.097%**, 1/7/2021

    5,000,000       4,999,921  

0.102%**, 1/28/2021

    5,000,000       4,999,594  

0.102%**, 3/2/2021

    1,000,000       999,833  

0.105%**, 1/14/2021

    2,500,000       2,499,859  

0.107%**, 3/25/2021

    5,000,000       4,998,790  

0.12%**, 2/25/2021

    1,750,000       1,749,702  

0.122%**, 2/11/2021

    2,000,000       1,999,727  

0.125%**, 1/28/2021

    3,000,000       2,999,755  

0.147%**, 1/14/2021

    4,000,000       3,999,839  

U.S. Treasury Floating Rate Notes:

 

 

3-month U.S. Treasury Bill Money Market Yield plus 0.055%, 0.15%*, 7/31/2022

    1,000,000       999,976  

3-month U.S. Treasury Bill Money Market Yield plus 0.114%, 0.209%*, 4/30/2022

    3,500,000       3,503,472  

3-month U.S. Treasury Bill Money Market Yield plus 0.115%, 0.21%*, 1/31/2021

    9,000,000       9,000,760  

3-month U.S. Treasury Bill Money Market Yield plus 0.139%, 0.234%*, 4/30/2021

    5,700,000       5,702,708  

3-month U.S. Treasury Bill Money Market Yield plus 0.220%, 0.315%*, 7/31/2021

    500,000       500,644  

3-month U.S. Treasury Bill Money Market Yield plus 0.300%, 0.395%*, 10/31/2021

    1,000,000       1,002,502  
   

 

 

 
              68,203,651  

Total Government & Agency Obligations
(Cost $118,196,584)

 

    118,196,584  
Repurchase Agreements 22.8%

 

 

Citigroup Global Markets, Inc., 0.05%, dated 12/31/2020, to be repurchased at $19,608,109 on 1/4/2021 (a)

    19,608,000       19,608,000  

Wells Fargo Bank, 0.08%, dated 12/31/2020, to be repurchased at $15,300,136 on 1/4/2021 (b)

    15,300,000       15,300,000  

Total Repurchase Agreements
(Cost $34,908,000)

      34,908,000  
    % of Net
Assets
    Value ($)  

Total Investment Portfolio
(Cost $153,104,584)

    99.9       153,104,584  
Other Assets and Liabilities, Net     0.1       152,630  
Net Assets     100.0       153,257,214  
 

 

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

 

  6     |  

Deutsche DWS Variable Series II —

DWS Government Money Market VIP


*

Floating rate security. These securities are shown at their current rate as of December 31, 2020.

 

**

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

 

(a)

Collateralized by:

 

Principal Amount ($)   Security   Rate (%)   Maturity
Date
   Collateral
Value ($)
 
311,300   U.S. Treasury Bond   2.25-2.875   8/15/2045-8/15/2047      392,332  
17,065,700   U.S. Treasury Note   0.25   7/15/2029      19,607,912  
Total Collateral Value                  20,000,244  

 

(b)

Collateralized by $14,534,886 Federal National Mortgage Association, with the various coupon rates from 1.865-6%, with various maturity dates of 4/1/2023-12/1/2050 with a value of $15,606,000.

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, 2020 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  
Government & Agency Obligations (c)   $                 —     $     118,196,584     $                 —      $     118,196,584  
Repurchase Agreements           34,908,000              34,908,000  
Total   $     $ 153,104,584     $      $ 153,104,584  

 

(c)

See Investment Portfolio for additional detailed categorizations.

 

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

 

Deutsche DWS Variable Series II —

DWS Government Money Market VIP

  |   7


Statement of

Assets and Liabilities

 

as of December 31, 2020

 

Assets

 

Investments in securities, valued at
amortized cost
  $ 118,196,584  
Repurchase Agreements, valued at
amortized cost
    34,908,000  
Cash     50,208  
Receivable for Fund shares sold     195,940  
Interest receivable     16,314  
Other assets     3,532  
Total assets     153,370,578  
Liabilities        
Payable for Fund shares redeemed     9,344  
Distributions payable     684  
Accrued Trustees’ fees     2,505  
Other accrued expenses and payables     100,831  
Total liabilities     113,364  
Net assets, at value   $   153,257,214  
Net Assets Consist of        
Distributable earnings (loss)     15,013  
Paid-in capital     153,242,201  
Net assets, at value   $ 153,257,214  
Net Asset Value        

Class A

 
Net asset value, offering and redemption price per share ($153,257,214 ÷ 153,325,917
outstanding shares of beneficial interest, no par value, unlimited number of shares authorized)
  $ 1.00  

Statement of Operations

 

for the year ended December 31, 2020

 

Investment Income        
Income:  
Interest   $ 666,741  
Expenses:  
Management fee     369,116  
Administration fee     152,957  
Services to Shareholders     2,759  
Custodian fee     4,789  
Professional fees     51,913  
Reports to shareholders     62,650  
Trustees’ fees and expenses     4,954  
Other     12,071  
Total expenses before expense reductions     661,209  
Expense reductions     (303,046
Total expenses after expense reductions     358,163  
Net investment income     308,578  
Net realized gain (loss) from investments     144  
Net increase (decrease) in net assets resulting from operations   $   308,722  
 

 

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

 

  8     |  

Deutsche DWS Variable Series II —

DWS Government Money Market VIP


Statements of Changes in Net Assets

 

   

Years Ended December 31,

 
Increase (Decrease) in Net Assets  

2020

    2019  
Operations:    
Net investment income (loss)   $ 308,578     $ 1,929,658  
Net realized gain (loss)     144       42  
Net increase (decrease) in net assets resulting from operations     308,722       1,929,700  
Distributions to shareholders :    

Class A

    (308,575     (1,929,596
Fund share transactions:    

Class A

   
Proceeds from shares sold     180,940,347       121,681,165  
Reinvestment of distributions     366,986       1,949,598  
Payments for shares redeemed     (150,319,848     (108,541,061
Net increase (decrease) in net assets from Class A share transactions     30,987,485       15,089,702  
Increase (decrease) in net assets     30,987,632       15,089,806  
Net assets at beginning of period     122,269,582       107,179,776  
Net assets at end of period   $ 153,257,214     $ 122,269,582  
Other Information:                

Class A

   
Shares outstanding at beginning of period     122,338,432       107,248,730  
Shares sold     180,940,347       121,681,165  
Shares issued to shareholders in reinvestment of distributions     366,986       1,949,598  
Shares redeemed     (150,319,848     (108,541,061
Net increase (decrease) in Fund shares     30,987,485       15,089,702  
Shares outstanding at end of period     153,325,917       122,338,432  

 

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

 

Deutsche DWS Variable Series II —

DWS Government Money Market VIP

  |   9


Financial Highlights

 

DWS Government Money Market VIP — Class A                                   
   

Years Ended December 31,

 
    

2020

    2019     2018     2017     2016  
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

    .002       .018       .014       .005       .001 b 

Net realized gain (loss)

    .000 *      .000 *      (.000 )*      .000 *      .000 * 

Total from investment operations

    .002       .018       .014       .005       .001  
Less distributions from:          

Net investment income

    (.002     (.018     (.014     (.005     (.001
Net asset value, end of period     $1.00       $1.00       $1.00       $1.00       $1.00  
Total Return (%)     .24 a      1.77 a      1.39 a      .45       .05 a,b 
Ratios to Average Net Assets and Supplemental Data                                        
Net assets, end of period ($ millions)     153       122       107       111       122  
Ratio of expenses before expense reductions (%)c     .42       .47       .50       .48       .51  
Ratio of expenses after expense reductions (%)c     .23       .47       .50       .48       .44  
Ratio of net investment income (%)     .20       1.74       1.37       .45       .05 b  

 

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.

 

  10     |  

Deutsche DWS Variable Series II —

DWS Government Money Market VIP


Notes to Financial Statements  

A. Organization and Significant Accounting Policies

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

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

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

The Fund values all securities utilizing the amortized cost method permitted in accordance with Rule 2a-7 under the 1940 Act and certain conditions therein. Under this method, which does not take into account unrealized capital gains or losses on securities, an instrument is initially valued at its cost and thereafter assumes a constant accretion/amortization rate to maturity of any discount or premium. Securities held by the Fund are reflected as Level 2 because the securities are valued at amortized cost (which approximates fair value) and, accordingly, the inputs used to determine value are not quoted prices in an active market.

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

Repurchase Agreements. The Fund may enter into repurchase agreements, under the terms of a Master Repurchase Agreement, with certain banks and broker/dealers whereby the Fund, through its custodian or a sub-custodian bank, receives delivery of the underlying securities, the amount of which at the time of purchase and each subsequent business day is required to be maintained at such a level that the value is equal to at least the principal amount of the repurchase price plus accrued interest. The custodian bank or another designated sub-custodian holds the collateral in a separate account until the agreement matures. If the value of the securities falls below the principal amount of the repurchase agreement plus accrued interest, the financial institution deposits additional collateral by the following business day. If the financial institution either fails to deposit the required additional collateral or fails to repurchase the securities as agreed, the Fund has the right to sell the securities and recover any resulting loss from the financial institution. If the financial institution enters into bankruptcy, the Fund’s claim on the collateral may be subject to legal proceedings.

As of December 31, 2020, the Fund held repurchase agreements with a gross value of $34,908,000. 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.

The Fund has reviewed the tax positions for the open tax years as of December 31, 2020 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.

 

Deutsche DWS Variable Series II —

DWS Government Money Market VIP

  |   11


At December 31, 2020, the Fund’s components of distributable earnings on a tax basis were as follows:

 

Undistributed ordinary income   $ 15,013  

At December 31, 2020, the aggregate cost of investments for federal income tax purposes was $153,104,584.

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

 

    Years Ended December 31,  
     2020     2019  
Distributions from ordinary income   $ 308,575     $ 1,929,596  

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. (“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 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, 2020, 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, 2020 through September 30, 2021, 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%.

In addition, the Advisor has agreed to voluntarily waive additional expenses. This voluntary waiver may be changed or terminated at any time without notice. Under these arrangements, the Advisor waived certain expenses of the Fund.

For the year ended December 31, 2020, fees waived and/or expenses reimbursed amounted to $303,046.

Administration Fee. Pursuant to an Administrative Services Agreement, DIMA provides most administrative services to the Fund. Prior to March 1, 2020, for all services provided under the Administrative Services Agreement, the Fund paid the Advisor an annual fee (“Administration Fee”) of 0.10% of the Fund’s average daily net assets, computed and accrued daily and payable monthly. Effective March 1, 2020, for all services provided under the Administrative Services Agreement, the Fund pays the Advisor an annual Administration Fee of 0.097% of the Fund’s average daily net assets, computed and accrued daily and payable monthly. For the year ended December 31, 2020, the Administration Fee was $152,957, of which $12,835 is unpaid.

 

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Deutsche DWS Variable Series II —

DWS Government Money Market VIP


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, 2020, the amounts charged to the Fund by DSC aggregated $2,325, of which $393 is unpaid.

Other 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, 2020, the amount charged to the Fund by DIMA included in the Statement of Operations under “Reports to shareholders” aggregated $7,608, of which $2,910 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, 2020, three participating insurance companies were owners of record of 10% or more of the total outstanding Class A shares of the Fund, each owning 58%, 15% and 11%.

D. Line of Credit

The Fund and other affiliated funds (the “Participants”) share in a $350 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, 2020.

E. Money Market Fund Investments and Yield

Rising interest rates could cause the value of the Fund’s investments — and therefore its share price as well — to decline. Conversely, any decline in interest rates is likely to cause the Fund’s yield to decline, and during periods of unusually low interest rates, the Fund’s yield may approach zero. A low interest rate environment may prevent the fund from providing a positive yield or paying fund expenses out of current income and, at times, could impair the fund’s ability to maintain a stable $1.00 share price. Over time, the total return of a money market fund may not keep pace with inflation, which could result in a net loss of purchasing power for long-term investors. Recent and potential future changes in monetary policy made by central banks or governments are likely to affect the level of interest rates. Money market funds try to minimize this risk by purchasing short-term securities.

If there is an insufficient supply of US government securities to meet investor demand, it could result in lower yields on such securities and increase interest rate risk for the fund.

F. Other — COVID-19 Pandemic

A novel coronavirus known as COVID-19, declared a pandemic by the World Health Organization, has caused significant uncertainty, market volatility, decreased economic and other activity and increased government activity. Specifically, COVID-19 has led to significant death and morbidity, and concerns about its further spread have resulted in the closing of schools and non-essential businesses, cancellations, shelter-in place orders, lower consumer spending in certain sectors, social distancing, bans on large social gatherings and travel, quarantines, government economic stimulus measures, reduced productivity, rapid increases in unemployment, increased demand for and strain on government and medical resources, border closings and global trade and supply chain interruptions, among others. The full effects, duration and costs of the COVID-19 pandemic are impossible to predict, and the circumstances surrounding the COVID-19 pandemic will continue to evolve. The pandemic may affect certain countries, industries, economic sectors, companies and investment products more than others, may exacerbate existing economic, political, or social tensions and may increase the probability of an economic recession or depression. The Fund and its investments may be adversely affected by the effects of the COVID-19 pandemic, and a prolonged pandemic may result in the Fund and its service providers experiencing operational difficulties in coordinating a remote workforce and implementing their business continuity plans, among others. Management will continue to monitor the impact COVID-19 has on the Fund and reflect the consequences as appropriate in the Fund’s accounting and financial reporting.

 

Deutsche DWS Variable Series II —

DWS Government Money Market VIP

  |   13


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 (the “Fund”) (one of the funds constituting Deutsche DWS Variable Series II) (the “Trust”), including the investment portfolio, as of December 31, 2020, 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, 2020, 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, 2020, 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 12, 2021

 

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Deutsche DWS Variable Series II —

DWS Government Money Market VIP


Information About Your Fund’s Expenses   (Unaudited)

As an investor of the Fund, you incur two types of costs: ongoing expenses and transaction costs. Ongoing expenses include management fees and other Fund expenses. Examples of transaction costs include contract charges, which are not shown in this section. The following tables are intended to help you understand your ongoing expenses (in dollars) of investing in the Fund and to help you compare these expenses with the ongoing expenses of investing in other mutual funds. In the most recent six-month period the Fund limited these expenses; had it not done so, expenses would have been higher. The example in the table is based on an investment of $1,000 invested at the beginning of the six-month period and held for the entire period (July 1, 2020 to December 31, 2020).

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, 2020       
Actual Fund Return     Class A  
Beginning Account Value 7/1/20   $ 1,000.00  
Ending Account Value 12/31/20   $ 1,000.10  
Expenses Paid per $1,000*   $ .65  
Hypothetical 5% Fund Return     Class A  
Beginning Account Value 7/1/20   $ 1,000.00  
Ending Account Value 12/31/20   $ 1,024.48  
Expenses Paid per $1,000*   $ .66  

 

*

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 366.

 

Annualized Expense Ratio   Class A  
Deutsche DWS Variable Series II — DWS Government Money Market VIP     .13

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

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

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

 

Deutsche DWS Variable Series II —

DWS Government Money Market VIP

  |   15


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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Deutsche DWS Variable Series II —

DWS Government Money Market VIP


Advisory Agreement Board Considerations and Fee Evaluation

The Board of Trustees (hereinafter referred to as the “Board” or “Trustees”) approved the renewal of DWS Government Money Market VIP’s (the “Fund”) investment management agreement (the “Agreement”) with DWS Investment Management Americas, Inc. (“DIMA”) in September 2020.

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 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”).

 

 

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 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.

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 also considered the risks to DIMA in sponsoring or managing the Fund, including financial, operational and reputational risks, the potential economic impact to DIMA from such risks and DIMA’s approach to addressing such risks. 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

 

Deutsche DWS Variable Series II —

DWS Government Money Market VIP

  |   17


effective manner of identifying and addressing underperforming funds. Based on the information provided, the Board noted that, for the one- and three-year periods ended December 31, 2019, the Fund’s performance (Class A shares) was in the 2nd quartile and 1st quartile, respectively, 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 (1st quartile) of the applicable Broadridge peer group (based on Broadridge data provided as of December 31, 2019). The Board noted that, effective March 1, 2020, the fee paid to DIMA under the Fund’s administrative services agreement was reduced to 0.097%. Based on Broadridge data provided as of December 31, 2019, the Board noted that the Fund’s Class A shares total operating expenses were higher than the median (3rd quartile) of the applicable Broadridge expense universe (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 from time to time in recent years 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

 

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Deutsche DWS Variable Series II —

DWS Government Money Market VIP


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.

The Board also considered that on September 24, 2020, the SEC granted a temporary order permitting DIMA and its affiliates to continue providing investment advisory and underwriting services to the DWS Funds notwithstanding a consent order entered into by Deutsche Bank AG on June 17, 2020 (the “Consent Order”). The Board noted that the temporary order was granted effective as of the date of the Consent Order. The Board also noted various representations by DIMA to the Board relating to the Consent Order, including that the conduct giving rise to the Consent Order (unintentional conduct that resulted from a system outage that prevented Deutsche Bank AG from reporting data in accordance with applicable CFTC requirements for five days in April 2016) did not involve any DWS Fund or services DIMA and its affiliates provide to the DWS Funds, that DIMA and its personnel had no involvement in the alleged conduct giving rise to the Consent Order, and that the DWS Funds would not bear any financial impact or costs relating to the Consent Order.

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

 

Deutsche DWS Variable Series II —

DWS Government Money Market VIP

  |   19


Board Members and Officers

The following table presents certain information regarding the Board Members and Officers of the Trust/Corporation. 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 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 Trust/Corporation. 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. The number of funds in the DWS fund complex shown in the table below includes all registered open- and closed-end funds (including all of their portfolios) advised by the Advisor and any registered funds that have an investment advisor that is an affiliated person of the Advisor.

 

Independent Board Members       
Name, Year of Birth,
Position with the Trust/
Corporation 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); former Chairman, National Association of Small Business Investment Companies; former Directorships: ICI Mutual Insurance Company; BoxTop Media Inc. (advertising); Sun Capital Advisers Trust (mutual funds) (2011–2012)     73    

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 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.; Oak Brook Bank; and Prisma Energy International. Not-for-Profit Director/Trustee: Palm Beach Civic Association; Window to the World Communications (public media); Life Director of Harris Theater for Music and Dance (Chicago); Life Director of Hubbard Street Dance Chicago; former Not-for-Profit Directorships: Public Radio International     73     Portland
General
Electric2
(utility
company)
(2003–
present)

Dawn-Marie Driscoll (1946)

 

Board Member since 1987

  Emeritus Executive Fellow, Center for Business Ethics, Bentley University; formerly: 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)     73    

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)     73     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     73    

 

  20     |  

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DWS Government Money Market VIP


Name, Year of Birth,
Position with the Trust/
Corporation 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

Rebecca W. Rimel (1951)

 

Board Member since 1995

  Senior Advisor, The Pew Charitable Trusts (charitable organization) (since July 2020); 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); President, Chief Executive Officer and Director, The Pew Charitable Trusts (charitable organization) (1994–2020)     73     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)     73    

 

Officers4    
Name, Year of Birth,
Position with the Trust/
Corporation and
Length of Time Served5
  Business Experience and Directorships During the Past Five Years

Hepsen Uzcan6 (1974)

 

President and Chief Executive Officer, 2017–present

  Managing Director3, DWS; Secretary, DWS USA Corporation (2018–present); Assistant Secretary, DWS Distributors, Inc. (2018–present); Director and Vice President, DWS Service Company (2018–present); Assistant Secretary, DWS Investment Management Americas, Inc. (2018–present); Director and President, DB Investment Managers, Inc. (2018–present); President and Chief Executive Officer, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2017–present); formerly: Vice President for the Deutsche funds (2016–2017); Assistant Secretary for the DWS funds (2013–2019); Assistant Secretary, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2013–2020); Directorships: Interested Director, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (since June 25, 2020); ICI Mutual Insurance Company (since October 16, 2020); and Episcopalian Charities of New York (2018–present)

John Millette7 (1962)

 

Vice President and Secretary, 1999–present

  Director,3 DWS; Chief Legal Officer, DWS Investment Management Americas, Inc. (2015–present); Director and Vice President, DWS Trust Company (2016–present); Secretary, DBX ETF Trust (2020–present); Secretary, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2011–present); formerly: Secretary, Deutsche Investment Management Americas Inc. (2015–2017); Assistant Secretary, DBX ETF Trust (2019–2020); Assistant Secretary (July 14, 2006–December 31, 2010) and Secretary (January 31, 2006–July 13, 2006), The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc.

Ciara Crawford8 (1984)

 

Assistant Secretary, (2019–present)

  Associate, DWS (since 2015); previously, Legal Assistant at Accelerated Tax Solutions.

Diane Kenneally7 (1966)

 

Chief Financial Officer and Treasurer, 2018–present

  Director,3 DWS; Treasurer, Chief Financial Officer and Controller, DBX ETF Trust (2019–present); Treasurer and Chief Financial Officer, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2018–present); formerly: Assistant Treasurer for the DWS funds (2007–2018)

Paul Antosca7 (1957)

 

Assistant Treasurer, 2007–present

  Director,3 DWS; and Assistant Treasurer, DBX ETF Trust (2019–present)

Sheila Cadogan7 (1966)

 

Assistant Treasurer, 2017–present

  Director,3 DWS; Director and Vice President, DWS Trust Company (2018–present); Assistant Treasurer, DBX ETF Trust (2019–present); Assistant Treasurer, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2018–present)

Scott D. Hogan7 (1970)

 

Chief Compliance Officer, 2016–present

  Director,3 DWS; Chief Compliance Officer, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2016–present)

Caroline Pearson7 (1962)

 

Chief Legal Officer, 2010–present

  Managing Director3, DWS; Assistant Secretary, DBX ETF Trust (2020–present); Chief Legal Officer, DBX Advisors LLC and DBX Strategic Advisors LLC (2020–present); Chief Legal Officer, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2012–present); formerly: Secretary, Deutsche AM Distributors, Inc. (2002–2017); and Secretary, Deutsche AM Service Company (2010–2017)

 

Deutsche DWS Variable Series II —

DWS Government Money Market VIP

  |   21


Name, Year of Birth,
Position with the Trust/
Corporation and
Length of Time Served5
  Business Experience and Directorships During the Past Five Years

Michelle Goveia-Pine6 (1970)

 

Interim Anti-Money Laundering Compliance Officer,

since July 10, 2020

  Director,3 DWS; Interim AML Officer, DWS Trust Company (since July 28, 2020); Interim AML Officer, DBX ETF Trust (since July 9, 2020); Interim AML Officer, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (since July 24, 2020)

 

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: 875 Third Avenue, New York, NY 10022.

 

7 

Address: 100 Summer Street, Boston, MA 02110.

 

8 

Address: 5022 Gate Parkway, Suite 400, Jacksonville, FL 32256.

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.

 

  22     |  

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DWS Government Money Market VIP


Notes


LOGO  

VS2GMM-2 (R-025834-10 2/21)

 


 

December 31, 2020

Annual Report

Deutsche DWS Variable Series II

 

 

 

DWS High Income VIP

 

 

LOGO


Contents

 

  3      Performance Summary
  4      Management Summary
  6      Portfolio Summary
  7      Investment Portfolio
  15      Statement of Assets and Liabilities
  15      Statement of Operations
  16      Statements of Changes in Net Assets
  17      Financial Highlights
  18      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 presents certain risks, such as currency fluctuations, political and economic changes, and market risks. 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.

War, terrorism, economic uncertainty, trade disputes, public health crises (including the recent pandemic spread of the novel coronavirus) and related geopolitical events could lead to increased market volatility, disruption to U.S. and world economies and markets and may have significant adverse effects on the Fund and its investments.

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

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

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

 

  2     |  

Deutsche DWS Variable Series II —

DWS High Income VIP


Performance Summary   December 31, 2020 (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, 2020 are 0.96% and 1.40% 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

 

 

LOGO

  

ICE BofA US High Yield 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    $10,624    $11,982    $14,538    $18,153
    Average annual total return    6.24%    6.21%    7.77%    6.14%
ICE BofA US High Yield Index   Growth of $10,000    $10,607    $11,861    $14,978    $18,972
  Average annual total return    6.07%    5.85%    8.42%    6.61%
DWS High Income VIP         1-Year    3-Year    5-Year    10-Year
Class B   Growth of $10,000    $10,577    $11,862    $14,329    $17,595
    Average annual total return    5.77%    5.86%    7.46%    5.81%
ICE BofA US High Yield Index   Growth of $10,000    $10,607    $11,861    $14,978    $18,972
  Average annual total return    6.07%    5.85%    8.42%    6.61%

The growth of $10,000 is cumulative.

 

Deutsche DWS Variable Series II —

DWS High Income VIP

  |   3


Management Summary   December 31, 2020 (Unaudited)

The Fund returned 6.24% in 2020 (Class A shares, unadjusted for contract charges), outperforming the 6.07% return of its benchmark, the ICE BofA US High Yield Index.

The year began with elevated market volatility, as the emergence of COVID-19 led to a sharp sell-off in higher-risk assets. The index fell 13.13% in the first quarter of 2020, its worst showing in a calendar quarter since the last three months of 2008. The U.S. government responded to the pandemic by implementing unprecedented fiscal and monetary relief designed to avoid a prolonged recession. In addition, the U.S. Federal Reserve (Fed) announced it would intervene directly in the high-yield market by purchasing exchange-traded funds and individual securities. The ensuing rally lasted through year-end, reflecting growing investor confidence in the economic outlook for 2021.

Consistent with the high level of market volatility, yield spreads experienced a series of large moves throughout the period. The ICE BofA US High Yield Master II Option-Adjusted Spread — which measures the difference between yields on high-yield bonds and equivalent Treasuries — began 2020 at 402 basis points (4.02 percentage points) and fell to a low of 338 on January 20, 2020. Spreads surged in the subsequent sell-off, reaching a peak of 1087 basis points on March 23. As liquidity conditions improved and the markets regained confidence, the yield spread gradually declined to finish the year at 386. The spread movements occurred against a backdrop of sharply declining U.S. Treasury yields. The Fed’s decision to reduce short-term interest rates to near zero and restart of a number of quantitative easing measures caused yields to fall dramatically.

BB rated bonds were the strongest performers among three major credit tiers represented in the index, followed by B rated issues. The relative strength in BBs reflected investors’ preference for higher-rated bonds in the first-quarter downturn. On the other end of the spectrum, lower-rated CCC securities — while finishing 2020 in positive territory — lagged other ratings categories due to the extent of their sell-off in February and March.

Security selection, particularly in the cable and satellite industry, helped Fund performance. Industry allocation was an additional contributor, with an underweight in oil field services having the largest positive effect. In terms of credit quality positioning, an underweight in CCCs aided results. The Fund used derivatives to hedge its modest euro exposure back into U.S. dollars, which did not have a material effect on performance. While we use derivatives periodically for specific purposes, they are not a core aspect of our strategy.

We retain a constructive view on U.S. high yield, as we anticipate the U.S. economy will continue to recover from the impact of COVID-19 as the inoculation program accelerates and virus infection rates begin to trend lower. Nevertheless, there is still the potential for renewed market volatility. The recent emergence of new, more highly transmissible strain of the virus, as well as an uptick in infection rates in certain parts of the United States, has necessitated the imposition of expanded control measures. Ultimately, we believe that volatility could remain elevated until the vaccine successfully brings coronavirus transmission and infection rates under control.

We expect that the U.S. government and the Fed will continue to take steps to blunt the economic impact of the virus-containment measures. We anticipate the Fed will keep interest rates at historically low levels and pursue asset purchases to support market liquidity. In addition, the pandemic relief legislation passed in December 2020 is expected to pump approximately $900 million into the U.S. economy in the first part of 2021.

We are still finding ample opportunities to invest in securities with attractive total return potential relative to the underlying risks, even after the rally in the final nine months of the year. We continue to view fundamental credit analysis as critical, and we seek to identify companies with strong market positions, solid business fundamentals, and improving credit metrics.

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


Terms to Know

ICE BofA US High Yield Index tracks the performance of U.S. dollar denominated below investment grade corporate debt publicly issued in the US domestic market.

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.

The ICE BofA US High Yield Option—Adjusted Spread (OAS) calculates the spread between a computed OAS index of bonds that are below investment grade (those rated BB or below) and a spot Treasury curve.

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.

 

Deutsche DWS Variable Series II —

DWS High Income VIP

  |   5


Portfolio Summary   (Unaudited)

 

Asset Allocation (As a % of Investment Portfolio excluding Securities Lending Collateral)    12/31/20      12/31/19  
Corporate Bonds      98%        96%  
Loan Participations and Assignments      1%        0%  
Cash Equivalents      1%        4%  
Warrants      0%        0%  
Common Stocks      0%        0%  
Convertible Bonds             0%  
       100%        100%  
Sector Diversification (As a % of Investment Portfolio excluding Cash Equivalents and Securities
Lending Collateral)
   12/31/20      12/31/19  
Consumer Discretionary      22%        14%  
Communication Services      19%        24%  
Energy      13%        13%  
Materials      11%        12%  
Industrials      10%        9%  
Health Care      8%        9%  
Real Estate      5%        3%  
Utilities      4%        6%  
Consumer Staples      4%        4%  
Information Technology      2%        3%  
Financials      2%        3%  
       100%        100%  
Quality (As a % of Investment Portfolio excluding Cash Equivalent and Securities Lending Collateral)    12/31/20      12/31/19  
BBB      4%        5%  
BB      61%        61%  
B      30%        32%  
CCC      5%        2%  
Not Rated      0%        0%  
       100%        100%  

The quality ratings represent the higher of Moody’s Investors Service, Inc. (“Moody’s”), Fitch Ratings, Inc. (“Fitch”) or S&P Global Ratings (“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 posted on dws.com, and is available free of charge by contacting your financial intermediary, or if you are a direct investor, by calling (800) 728-3337. In addition, the portfolio holdings listing is filed with the SEC on the Fund’s Form N-PORT and will be available on the SEC’s Web site at sec.gov. Additional portfolio holdings for the Fund are also posted on dws.com from time to time. Please see the Fund’s current prospectus for more information.

 

  6     |  

Deutsche DWS Variable Series II —

DWS High Income VIP


Investment Portfolio   as of December 31, 2020

 

    Principal
Amount ($)(a)
    Value ($)  
Corporate Bonds 96.9%

 

Communication Services 18.3%

 

Altice France Holding SA:

   

144A, 6.0%, 2/15/2028

    200,000       202,500  

144A, 10.5%, 5/15/2027

    200,000       224,500  

Altice France SA:

   

144A, 5.5%, 1/15/2028

    200,000       209,102  

144A, 7.375%, 5/1/2026

    710,000       747,275  

144A, 8.125%, 2/1/2027

    200,000       220,502  

Arches Buyer, Inc.:

   

144A, 4.25%, 6/1/2028

    30,000       30,381  

144A, 6.125%, 12/1/2028

    15,000       15,491  

Avaya, Inc., 144A, 6.125%, 9/15/2028

    130,000       138,874  

Cable One, Inc., 144A, 4.0%, 11/15/2030

    28,000       29,085  

CCO Holdings LLC:

   

144A, 4.75%, 3/1/2030

    140,000       151,060  

144A, 5.0%, 2/1/2028

    150,000       158,625  

144A, 5.125%, 5/1/2027

    125,000       132,649  

CenturyLink, Inc.:

   

5.625%, 4/1/2025

    50,000       53,938  

Series W, 6.75%, 12/1/2023

    45,000       50,119  

Clear Channel Worldwide Holdings, Inc.:

 

144A, 5.125%, 8/15/2027

    320,000       323,200  

9.25%, 2/15/2024

    67,000       67,838  

CommScope Technologies LLC, 144A, 6.0%, 6/15/2025

    93,000       95,092  

CommScope, Inc.:

   

144A, 5.5%, 3/1/2024

    130,000       134,030  

144A, 7.125%, 7/1/2028

    75,000       79,875  

144A, 8.25%, 3/1/2027

    130,000       138,775  

Consolidated Communications, Inc., 144A, 6.5%, 10/1/2028

    155,000       165,850  

CSC Holdings LLC:

   

144A, 4.125%, 12/1/2030

    200,000       209,120  

144A, 4.625%, 12/1/2030

    300,000       313,125  

144A, 5.5%, 4/15/2027

    345,000       365,700  

144A, 5.75%, 1/15/2030

    200,000       219,250  

144A, 6.5%, 2/1/2029

    200,000       225,810  

Diamond Sports Group LLC, 144A, 5.375%, 8/15/2026

    45,000       36,563  

DISH DBS Corp.:

   

5.875%, 11/15/2024

    96,000       100,659  

7.375%, 7/1/2028

    50,000       53,250  

7.75%, 7/1/2026 (b)

    90,000       100,801  

Frontier Communications Corp.:

   

144A, 5.0%, 5/1/2028

    165,000       172,012  

144A, 5.875%, 10/15/2027

    75,000       81,094  

144A, 6.75%, 5/1/2029

    90,000       96,300  

Gray Television, Inc., 144A, 4.75%, 10/15/2030

    55,000       56,031  

Lamar Media Corp., 4.875%, 1/15/2029

    80,000       85,000  

LCPR Senior Secured Financing DAC, 144A, 6.75%, 10/15/2027

    210,000       226,012  

Netflix, Inc.:

   

4.625%, 5/15/2029

    EUR 230,000       339,493  

5.875%, 11/15/2028

    71,000       85,111  

Outfront Media Capital LLC, 144A, 5.0%, 8/15/2027

    140,000       142,450  
    Principal
Amount ($)(a)
    Value ($)  

QualityTech LP, 144A, 3.875%, 10/1/2028

    140,000       142,800  

Radiate Holdco LLC:

   

144A, 4.5%, 9/15/2026

    55,000       56,719  

144A, 6.5%, 9/15/2028

    210,000       221,287  

Sable International Finance Ltd., 144A, 5.75%, 9/7/2027

    200,000       212,750  

Scripps Escrow II, Inc.:

   

144A, 3.875%, 1/15/2029

    25,000       25,982  

144A, 5.375%, 1/15/2031

    30,000       31,275  

Sprint Capital Corp., 6.875%, 11/15/2028

    395,000       520,800  

Telecom Italia Capital SA, 6.375%, 11/15/2033

    155,000       190,650  

Uber Technologies, Inc.:

   

144A, 6.25%, 1/15/2028

    25,000       27,188  

144A, 7.5%, 5/15/2025

    120,000       129,626  

144A, 7.5%, 9/15/2027

    50,000       55,000  

ViaSat, Inc.:

   

144A, 5.625%, 9/15/2025

    135,000       138,078  

144A, 5.625%, 4/15/2027

    120,000       126,000  

144A, 6.5%, 7/15/2028

    105,000       113,632  

Virgin Media Secured Finance PLC:

 

 

144A, 5.5%, 8/15/2026

    215,000       223,331  

144A, 5.5%, 5/15/2029

    345,000       373,894  

Vodafone Group PLC, 7.0%, 4/4/2079

    185,000       230,146  

Windstream Escrow LLC, 144A, 7.75%, 8/15/2028

    50,000       50,350  

Ziggo Bond Co. BV, 144A, 3.375%, 2/28/2030

    EUR 370,000       454,158  

Ziggo BV, 144A, 4.875%, 1/15/2030

    290,000       304,862  
   

 

 

 
      9,905,070  
Consumer Discretionary 21.3%

 

 

1011778 BC Unlimited Liability Co., 144A, 3.5%, 2/15/2029

    55,000       54,931  

Adient U.S. LLC, 144A, 9.0%, 4/15/2025

    30,000       33,450  

Allison Transmission, Inc., 144A, 3.75%, 1/30/2031

    105,000       107,428  

Asbury Automotive Group, Inc.:

   

4.5%, 3/1/2028

    25,000       26,063  

4.75%, 3/1/2030

    25,000       26,813  

Beacon Roofing Supply, Inc., 144A, 4.875%, 11/1/2025

    100,000       102,375  

Beazer Homes U.S.A., Inc., 5.875%, 10/15/2027

    35,000       36,838  

Boyd Gaming Corp.:

   

4.75%, 12/1/2027

    130,000       135,037  

6.375%, 4/1/2026

    100,000       103,881  

144A, 8.625%, 6/1/2025

    120,000       133,463  

Caesars Entertainment, Inc.:

   

144A, 6.25%, 7/1/2025

    270,000       287,550  

144A, 8.125%, 7/1/2027

    310,000       343,177  

Caesars Resort Collection LLC, 144A, 5.75%, 7/1/2025

    20,000       21,192  

Carnival Corp.:

   

144A, 7.625%, 3/1/2026

    98,000       106,770  

144A, 9.875%, 8/1/2027

    130,000       149,500  

144A, 10.5%, 2/1/2026

    80,000       93,200  

144A, 11.5%, 4/1/2023

    145,000       167,724  
 

 

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

 

Deutsche DWS Variable Series II —

DWS High Income VIP

  |   7


    Principal
Amount ($)(a)
    Value ($)  

Carvana Co., 144A, 5.625%, 10/1/2025

    150,000       153,937  

Clarios Global LP:

   

REG S, 4.375%, 5/15/2026

    EUR 200,000       253,101  

144A, 4.375%, 5/15/2026

    EUR 100,000       126,551  

144A, 6.25%, 5/15/2026

    55,000       58,988  

144A, 6.75%, 5/15/2025

    80,000       86,200  

144A, 8.5%, 5/15/2027

    55,000       59,753  

Dana Financing Luxembourg Sarl, 144A, 6.5%, 6/1/2026

    110,000       115,087  

Dana, Inc.:

   

5.375%, 11/15/2027

    55,000       58,300  

5.625%, 6/15/2028

    25,000       26,918  

Empire Communities Corp., 144A, 7.0%, 12/15/2025

    55,000       57,962  

Ford Motor Co.:

   

5.291%, 12/8/2046

    60,000       62,700  

7.45%, 7/16/2031

    85,000       109,012  

8.5%, 4/21/2023

    90,000       101,296  

9.0%, 4/22/2025

    285,000       349,413  

9.625%, 4/22/2030

    170,000       239,912  

Ford Motor Credit Co. LLC:

   

3.219%, 1/9/2022

    200,000       201,855  

3.375%, 11/13/2025

    209,000       214,718  

4.0%, 11/13/2030

    200,000       210,000  

4.14%, 2/15/2023

    200,000       206,000  

5.113%, 5/3/2029

    200,000       222,740  

5.125%, 6/16/2025

    230,000       250,079  

Group 1 Automotive, Inc., 144A, 4.0%, 8/15/2028

    100,000       103,078  

Hilton Domestic Operating Co., Inc.:

 

 

144A, 3.75%, 5/1/2029

    240,000       250,246  

144A, 4.0%, 5/1/2031

    30,000       31,653  

4.875%, 1/15/2030

    139,000       151,857  

144A, 5.375%, 5/1/2025

    30,000       31,875  

IAA, Inc., 144A, 5.5%, 6/15/2027

    75,000       79,500  

Jaguar Land Rover Automotive PLC, 144A, 5.875%, 1/15/2028

    200,000       201,520  

Kronos Acquisition Holdings, Inc.:

   

144A, 5.0%, 12/31/2026

    20,000       20,864  

144A, 7.0%, 12/31/2027

    45,000       47,116  

L Brands, Inc.:

   

144A, 6.625%, 10/1/2030

    70,000       77,875  

144A, 6.875%, 7/1/2025

    110,000       119,436  

6.875%, 11/1/2035

    80,000       89,800  

144A, 9.375%, 7/1/2025

    60,000       73,800  

Lithia Motors, Inc., 144A, 4.625%, 12/15/2027

    140,000       147,700  

M/I Homes, Inc., 4.95%, 2/1/2028

    130,000       137,611  

Marriott Ownership Resorts, Inc., 144A, 6.125%, 9/15/2025

    150,000       159,750  

Mattel, Inc., 144A, 6.75%, 12/31/2025

    145,000       153,043  

Meritor, Inc.:

   

144A, 4.5%, 12/15/2028

    15,000       15,375  

6.25%, 2/15/2024

    29,000       29,595  

144A, 6.25%, 6/1/2025

    40,000       43,200  

NCL Corp Ltd., 144A, 5.875%, 3/15/2026

    90,000       94,664  

NCL Corp., Ltd., 144A, 3.625%, 12/15/2024

    100,000       95,000  

Newell Brands, Inc., 4.7%, 4/1/2026

    440,000       484,660  

Penske Automotive Group, Inc., 3.5%, 9/1/2025

    80,000       81,300  
    Principal
Amount ($)(a)
    Value ($)  

PetSmart, Inc., 144A, 7.125%, 3/15/2023

    103,000       103,000  

Picasso Finance Sub, Inc., 144A, 6.125%, 6/15/2025

    120,000       128,400  

Prestige Brands, Inc., 144A, 5.125%, 1/15/2028

    60,000       63,975  

Royal Caribbean Cruises Ltd.:

   

144A, 9.125%, 6/15/2023

    140,000       151,900  

144A, 10.875%, 6/1/2023

    110,000       125,167  

144A, 11.5%, 6/1/2025

    50,000       58,453  

Scientific Games International, Inc.:

 

 

144A, 7.0%, 5/15/2028

    175,000       188,162  

144A, 7.25%, 11/15/2029

    125,000       137,187  

SeaWorld Parks & Entertainment, Inc., 144A, 9.5%, 8/1/2025

    100,000       108,563  

Sonic Automotive, Inc., 6.125%, 3/15/2027

    55,000       57,956  

Spectrum Brands, Inc., 144A, 5.0%, 10/1/2029

    30,000       32,217  

Staples, Inc., 144A, 7.5%, 4/15/2026

    210,000       219,297  

Stars Group Holdings BV, 144A, 7.0%, 7/15/2026

    105,000       110,512  

Suburban Propane Partners LP, 5.75%, 3/1/2025

    105,000       107,100  

Taylor Morrison Communities, Inc.:

 

 

144A, 5.125%, 8/1/2030

    145,000       162,400  

144A, 5.75%, 1/15/2028

    170,000       192,525  

Tenneco, Inc., 144A, 7.875%, 1/15/2029

    13,000       14,596  

TRI Pointe Group, Inc.:

   

5.25%, 6/1/2027

    55,000       59,813  

5.7%, 6/15/2028

    80,000       90,320  

United Rentals North America, Inc., 5.25%, 1/15/2030

    80,000       88,800  

Univar Solutions U.S.A., Inc., 144A, 5.125%, 12/1/2027

    160,000       169,000  

Vail Resorts, Inc., 144A, 6.25%, 5/15/2025

    100,000       106,750  

Viking Cruises Ltd., 144A, 5.875%, 9/15/2027

   
205,000
 
    200,486  

White Cap Buyer LLC, 144A, 6.875%, 10/15/2028

    60,000       63,975  

Williams Scotsman International, Inc., 144A, 4.625%, 8/15/2028

    60,000       62,100  

Wolverine World Wide, Inc., 144A, 6.375%, 5/15/2025

    150,000       159,750  

Wyndham Destinations, Inc.:

   

5.65%, 4/1/2024

    105,000       113,400  

6.6%, 10/1/2025

    59,000       66,670  

144A, 6.625%, 7/31/2026

    20,000       22,900  

Wyndham Hotels & Resorts, Inc., 144A, 4.375%, 8/15/2028

    50,000       51,953  

Wynn Macau Ltd.:

   

144A, 5.5%, 1/15/2026

    200,000       208,000  

144A, 5.625%, 8/26/2028

    200,000       210,500  

Wynn Resorts Finance LLC, 144A, 5.125%, 10/1/2029

    70,000       73,325  
   

 

 

 
      11,523,584  
Consumer Staples 4.0%    

Albertsons Companies, Inc.:

   

144A, 3.5%, 3/15/2029

    35,000       35,415  

144A, 4.625%, 1/15/2027

    200,000       212,750  

144A, 5.875%, 2/15/2028

    60,000       65,291  
 

 

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

 

  8     |  

Deutsche DWS Variable Series II —

DWS High Income VIP


    Principal
Amount ($)(a)
    Value ($)  

Chobani LLC, 144A, 4.625%, 11/15/2028

    30,000       30,450  

Edgewell Personal Care Co., 144A, 5.5%, 6/1/2028

    70,000       75,229  

JBS U.S.A. LUX SA:

   

144A, 5.5%, 1/15/2030

    60,000       68,926  

144A, 5.75%, 6/15/2025

    210,000       216,825  

144A, 6.5%, 4/15/2029

    132,000       153,661  

144A, 6.75%, 2/15/2028

    235,000       264,022  

Kraft Heinz Foods Co.:

   

144A, 4.25%, 3/1/2031

    260,000       289,915  

4.625%, 1/30/2029

    70,000       80,097  

Pilgrim’s Pride Corp.:

   

144A, 5.75%, 3/15/2025

    50,000       51,330  

144A, 5.875%, 9/30/2027

    230,000       249,460  

Post Holdings, Inc.:

   

144A, 5.0%, 8/15/2026

    165,000       170,363  

144A, 5.5%, 12/15/2029

    110,000       120,038  

TreeHouse Foods, Inc., 4.0%, 9/1/2028

    60,000       62,063  
   

 

 

 
      2,145,835  
Energy 12.5%    

Antero Midstream Partners LP:

   

5.375%, 9/15/2024

    95,000       92,625  

144A, 5.75%, 3/1/2027

    80,000       78,600  

144A, 5.75%, 1/15/2028

    90,000       86,418  

Antero Resources Corp., 144A, 8.375%, 7/15/2026 (c)

    65,000       66,345  

Apache Corp.:

   

4.625%, 11/15/2025

    37,000       39,110  

4.875%, 11/15/2027

    55,000       58,300  

5.1%, 9/1/2040

    57,000       60,776  

Archrock Partners LP:

   

144A, 6.25%, 4/1/2028

    220,000       229,011  

144A, 6.875%, 4/1/2027

    110,000       118,387  

Ascent Resources Utica Holdings LLC, 144A, 8.25%, 12/31/2028

    15,000       14,963  

Blue Racer Midstream LLC, 144A, 7.625%, 12/15/2025

    40,000       42,600  

Buckeye Partners LP, 144A, 4.5%, 3/1/2028

    80,000       82,400  

Cheniere Energy Partners LP:

   

4.5%, 10/1/2029

    272,000       287,716  

5.625%, 10/1/2026

    80,000       83,200  

Cheniere Energy, Inc., 144A, 4.625%, 10/15/2028

    25,000       26,250  

CNX Resources Corp.:

   

144A, 6.0%, 1/15/2029

    135,000       138,305  

144A, 7.25%, 3/14/2027

    100,000       107,000  

Comstock Resources, Inc., 9.75%, 8/15/2026

    119,000       128,222  

Continental Resources, Inc., 144A, 5.75%, 1/15/2031

    65,000       72,149  

DCP Midstream Operating LP:

   

5.125%, 5/15/2029

    80,000       88,730  

5.375%, 7/15/2025

    367,000       403,267  

5.625%, 7/15/2027

    50,000       55,500  

Endeavor Energy Resources LP:

   

144A, 5.5%, 1/30/2026

    155,000       159,053  

144A, 5.75%, 1/30/2028

    35,000       37,755  

144A, 6.625%, 7/15/2025

    35,000       37,450  

EQM Midstream Partners LP:

   

5.5%, 7/15/2028

    55,000       60,107  

144A, 6.0%, 7/1/2025

    140,000       153,300  

144A, 6.5%, 7/1/2027

    80,000       90,083  
    Principal
Amount ($)(a)
    Value ($)  

EQT Corp.:

   

5.0%, 1/15/2029

    85,000       89,617  

7.875%, 2/1/2025

    105,000       119,569  

8.75%, 2/1/2030

    135,000       165,375  

Genesis Energy LP, 6.25%, 5/15/2026

    55,000       51,660  

Harvest Midstream I LP, 144A, 7.5%, 9/1/2028

    130,000       138,287  

Hilcorp Energy I LP:

   

144A, 5.0%, 12/1/2024

    155,000       154,290  

144A, 5.75%, 10/1/2025

    60,000       60,675  

144A, 6.25%, 11/1/2028

    35,000       35,744  

Murphy Oil U.S.A., Inc.:

   

4.75%, 9/15/2029

    115,000       122,331  

5.625%, 5/1/2027

    65,000       68,737  

NuStar Logistics LP:

   

5.75%, 10/1/2025

    80,000       85,200  

6.375%, 10/1/2030

    55,000       62,304  

Occidental Petroleum Corp.:

   

2.7%, 2/15/2023

    126,000       125,880  

5.5%, 12/1/2025

    135,000       140,752  

5.55%, 3/15/2026

    105,000       109,614  

6.125%, 1/1/2031

    255,000       272,901  

8.0%, 7/15/2025 (b)

    175,000       199,325  

8.5%, 7/15/2027

    100,000       115,405  

Parkland Corp., 144A, 5.875%, 7/15/2027

    80,000       86,498  

Range Resources Corp., 9.25%, 2/1/2026

    50,000       52,250  

Rattler Midstream LP, 144A, 5.625%, 7/15/2025

    75,000       79,219  

Southwestern Energy Co.:

   

6.45%, 1/23/2025

    140,000       145,600  

7.75%, 10/1/2027

    100,000       107,970  

8.375%, 9/15/2028

    50,000       54,250  

Sunoco LP:

   

144A, 4.5%, 5/15/2029

    56,000       58,240  

5.875%, 3/15/2028

    35,000       37,800  

6.0%, 4/15/2027

    52,000       55,277  

Tallgrass Energy Partners LP:

   

144A, 6.0%, 12/31/2030

    30,000       30,872  

144A, 7.5%, 10/1/2025

    15,000       16,194  

Targa Resources Partners LP:

   

144A, 4.875%, 2/1/2031

    30,000       32,688  

5.0%, 1/15/2028

    215,000       226,945  

5.5%, 3/1/2030

    90,000       97,713  

TerraForm Power Operating LLC:

   

144A, 4.75%, 1/15/2030

    65,000       69,550  

144A, 5.0%, 1/31/2028

    100,000       112,365  

USA Compression Partners LP:

   

6.875%, 4/1/2026

    142,000       148,390  

6.875%, 9/1/2027

    100,000       106,758  

Western Midstream Operating LP:

   

4.1%, 2/1/2025

    80,000       82,446  

5.05%, 2/1/2030

    155,000       173,571  
   

 

 

 
      6,789,884  
Financials 1.7%    

AG Issuer LLC, 144A, 6.25%, 3/1/2028

    95,000       96,069  

AmWINS Group, Inc., 144A, 7.75%, 7/1/2026

    70,000       75,173  

Cardtronics, Inc., 144A, 5.5%, 5/1/2025 (b)

    95,000       98,206  
 

 

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

 

Deutsche DWS Variable Series II —

DWS High Income VIP

  |   9


    Principal
Amount ($)(a)
    Value ($)  

Intesa Sanpaolo SpA, 144A, 5.71%, 1/15/2026

    200,000       228,918  

LD Holdings Group LLC, 144A, 6.5%, 11/1/2025

    61,000       64,202  

LPL Holdings, Inc., 144A, 4.625%, 11/15/2027

    30,000       31,050  

OneMain Finance Corp.:

   

5.375%, 11/15/2029

    80,000       90,000  

8.875%, 6/1/2025

    50,000       56,563  

Quicken Loans LLC, 144A, 3.625%, 3/1/2029

    120,000       122,400  

Sabre GLBL, Inc., 144A, 7.375%, 9/1/2025

    30,000       32,550  

Shift4 Payments LLC, 144A, 4.625%, 11/1/2026

    10,000       10,400  
   

 

 

 
      905,531  
Health Care 7.8%    

Acadia Healthcare Co., Inc., 144A, 5.0%, 4/15/2029

    50,000       53,375  

AdaptHealth LLC:

   

144A, 4.625%, 8/1/2029 (c)

    55,000       56,513  

144A, 6.125%, 8/1/2028

    80,000       85,900  

Avantor Funding, Inc., 144A, 4.625%, 7/15/2028

    25,000       26,438  

Bausch Health Americas, Inc.:

   

144A, 8.5%, 1/31/2027

    195,000       216,873  

144A, 9.25%, 4/1/2026

    135,000       150,525  

Bausch Health Companies, Inc.:

   

144A, 5.25%, 2/15/2031

    50,000       52,236  

144A, 6.125%, 4/15/2025

    150,000       154,599  

Catalent Pharma Solutions, Inc., 144A, 5.0%, 7/15/2027

    125,000       132,017  

Centene Corp., 4.625%, 12/15/2029

    475,000       527,350  

CHS/Community Health Systems, Inc.:

 

 

144A, 5.625%, 3/15/2027

    60,000       64,515  

144A, 6.0%, 1/15/2029

    65,000       70,217  

Community Health Systems, Inc., 144A, 8.125%, 6/30/2024 (b)

    180,000       186,300  

Emergent BioSolutions, Inc., 144A, 3.875%, 8/15/2028

    35,000       36,243  

Encompass Health Corp.:

   

4.5%, 2/1/2028

    45,000       47,025  

4.75%, 2/1/2030

    37,000       39,636  

HCA, Inc.:

   

5.375%, 9/1/2026

    140,000       160,916  

5.625%, 9/1/2028

    150,000       177,000  

5.875%, 2/15/2026

    90,000       103,500  

5.875%, 2/1/2029

    90,000       108,313  

Hill-Rom Holdings, Inc., 144A, 4.375%, 9/15/2027

    85,000       89,798  

IQVIA, Inc., 144A, 5.0%, 5/15/2027

    220,000       233,865  

Legacy LifePoint Health LLC, 144A, 6.75%, 4/15/2025

    135,000       144,964  

LifePoint Health, Inc., 144A, 5.375%, 1/15/2029

    150,000       149,677  

Molina Healthcare, Inc., 144A, 4.375%, 6/15/2028

    100,000       105,250  

Prime Healthcare Services, Inc., 144A, 7.25%, 11/1/2025

    50,000       53,125  

RegionalCare Hospital Partners Holdings, Inc., 144A, 9.75%, 12/1/2026

    60,000       66,000  
    Principal
Amount ($)(a)
    Value ($)  

RP Escrow Issuer LLC, 144A, 5.25%, 12/15/2025

    45,000       47,028  

Select Medical Corp., 144A, 6.25%, 8/15/2026

    125,000       134,615  

Syneos Health, Inc., 144A, 3.625%, 1/15/2029

    100,000       100,277  

Tenet Healthcare Corp.:

   

4.625%, 7/15/2024

    50,000       51,251  

144A, 4.875%, 1/1/2026

    190,000       198,761  

144A, 5.125%, 11/1/2027

    150,000       158,812  

144A, 6.125%, 10/1/2028

    85,000       88,568  

144A, 6.25%, 2/1/2027

    75,000       79,500  

144A, 7.5%, 4/1/2025

    50,000       54,625  
   

 

 

 
      4,205,607  
Industrials 9.7%    

ATS Automation Tooling Systems Inc, 144A, 4.125%, 12/15/2028

    30,000       30,525  

Bombardier, Inc.:

   

144A, 5.75%, 3/15/2022

    159,000       162,223  

144A, 6.0%, 10/15/2022

    73,000       71,660  

144A, 7.5%, 3/15/2025

    190,000       176,225  

BWX Technologies, Inc., 144A, 5.375%, 7/15/2026

    30,000       31,163  

Cargo Aircraft Management, Inc., 144A, 4.75%, 2/1/2028

    100,000       103,125  

Cimpress PLC, 144A, 7.0%, 6/15/2026

    150,000       157,687  

Clark Equipment Co., 144A, 5.875%, 6/1/2025

    55,000       58,025  

Colfax Corp., 144A, 6.375%, 2/15/2026

    95,000       101,412  

Covanta Holding Corp., 5.0%, 9/1/2030

    70,000       74,896  

CP Atlas Buyer, Inc., 144A, 7.0%, 12/1/2028

    13,000       13,520  

Delta Air Lines, Inc.:

   

144A, 4.5%, 10/20/2025

    80,000       85,509  

144A, 4.75%, 10/20/2028

    180,000       196,472  

144A, 7.0%, 5/1/2025

    120,000       138,546  

Energizer Holdings, Inc.:

   

144A, 4.75%, 6/15/2028

    60,000       63,150  

144A, 7.75%, 1/15/2027

    105,000       116,707  

EnerSys, 144A, 4.375%, 12/15/2027

    90,000       95,175  

Forterra Finance LLC, 144A, 6.5%, 7/15/2025

    30,000       32,250  

Fortress Transportation and Infrastructure Investors LLC, 144A, 9.75%, 8/1/2027

    30,000       34,388  

GFL Environmental, Inc.:

   

144A, 3.75%, 8/1/2025

    80,000       82,000  

144A, 4.25%, 6/1/2025

    40,000       41,500  

144A, 5.125%, 12/15/2026

    50,000       53,188  

Hillenbrand, Inc., 5.75%, 6/15/2025

    160,000       172,800  

Howmet Aerospace, Inc., 6.875%, 5/1/2025

    140,000       163,800  

Itron, Inc., 144A, 5.0%, 1/15/2026

    140,000       142,975  

Jaguar Holding Co. II:

   

144A, 4.625%, 6/15/2025

    55,000       58,004  

144A, 5.0%, 6/15/2028

    45,000       48,038  

Masonite International Corp., 144A, 5.375%, 2/1/2028

    74,000       79,457  

MasTec, Inc., 144A, 4.5%, 8/15/2028

    60,000       63,000  
 

 

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

 

  10     |  

Deutsche DWS Variable Series II —

DWS High Income VIP


    Principal
Amount ($)(a)
    Value ($)  

Mileage Plus Holdings LLC, 144A, 6.5%, 6/20/2027

    130,000       139,750  

Moog, Inc., 144A, 4.25%, 12/15/2027

    160,000       166,000  

Nielsen Finance LLC, 144A, 5.625%, 10/1/2028

    165,000       179,281  

Prime Security Services Borrower LLC:

 

 

144A, 3.375%, 8/31/2027

    70,000       69,475  

144A, 5.75%, 4/15/2026

    135,000       147,825  

144A, 6.25%, 1/15/2028

    275,000       295,237  

Sensata Technologies, Inc., 144A, 3.75%, 2/15/2031

    50,000       51,829  

Signature Aviation U.S. Holdings, Inc., 144A, 4.0%, 3/1/2028

    155,000       156,031  

Spirit AeroSystems, Inc., 144A, 7.5%, 4/15/2025

    50,000       53,625  

Spirit Loyalty Cayman Ltd., 144A, 8.0%, 9/20/2025

    190,000       212,800  

Stericycle, Inc., 144A, 3.875%, 1/15/2029

    16,000       16,440  

Summit Materials LLC, 144A, 5.25%, 1/15/2029

    30,000       31,500  

Tennant Co., 5.625%, 5/1/2025

    30,000       31,238  

TransDigm, Inc.:

   

5.5%, 11/15/2027

    115,000       120,899  

144A, 6.25%, 3/15/2026

    335,000       356,775  

144A, 8.0%, 12/15/2025

    60,000       66,318  

Triumph Group, Inc., 144A, 6.25%, 9/15/2024

    42,000       41,580  

U.S. Concrete, Inc., 144A, 5.125%, 3/1/2029

    30,000       30,900  

Vertical U.S. Newco, Inc., 144A, 5.25%, 7/15/2027

    200,000       212,000  

WESCO Distribution, Inc.:

   

144A, 7.125%, 6/15/2025

    40,000       43,993  

144A, 7.25%, 6/15/2028

    105,000       119,415  

XPO Logistics, Inc., 144A, 6.25%, 5/1/2025

    65,000       69,949  
   

 

 

 
      5,260,280  
Information Technology 2.2%

 

 

Austin BidCo, Inc., 144A, 7.125%, 12/15/2028

    30,000       31,313  

Banff Merger Sub, Inc., 144A, 9.75%, 9/1/2026

    75,000       81,011  

Boxer Parent Co., Inc., 144A, 7.125%, 10/2/2025

    60,000       65,127  

Camelot Finance SA, 144A, 4.5%, 11/1/2026

    55,000       57,406  

Change Healthcare Holdings LLC, 144A, 5.75%, 3/1/2025

    210,000       214,200  

Microchip Technology, Inc., 144A, 4.25%, 9/1/2025

    140,000       148,112  

MTS Systems Corp., 144A, 5.75%, 8/15/2027

    32,000       34,726  

Presidio Holdings, Inc.:

   

144A, 4.875%, 2/1/2027

    50,000       53,039  

144A, 8.25%, 2/1/2028

    30,000       33,075  

Rackspace Technology Global, Inc., 144A, 5.375%, 12/1/2028

    110,000       115,247  

Science Applications International Corp., 144A, 4.875%, 4/1/2028

    30,000       31,800  

Seagate HDD Cayman:

   

144A, 3.125%, 7/15/2029

    35,000       35,004  

144A, 3.375%, 7/15/2031

    15,000       15,081  
    Principal
Amount ($)(a)
    Value ($)  

SS&C Technologies, Inc., 144A, 5.5%, 9/30/2027

    85,000       90,782  

TTM Technologies, Inc., 144A, 5.625%, 10/1/2025

    155,000       158,681  

Unisys Corp., 144A, 6.875%, 11/1/2027

    41,000       44,793  
   

 

 

 
      1,209,397  
Materials 10.3%    

Arconic Corp., 144A, 6.125%, 2/15/2028

    150,000       161,719  

Berry Global, Inc., 144A, 5.625%, 7/15/2027

    15,000       16,130  

Cascades, Inc.:

   

144A, 5.125%, 1/15/2026

    10,000       10,563  

144A, 5.375%, 1/15/2028

    45,000       47,827  

CF Industries, Inc., 5.15%, 3/15/2034

    30,000       36,864  

Chemours Co.:

   

5.375%, 5/15/2027 (b)

    95,000       101,175  

144A, 5.75%, 11/15/2028

    290,000       295,800  

Clearwater Paper Corp.:

   

144A, 4.75%, 8/15/2028

    80,000       82,800  

144A, 5.375%, 2/1/2025

    110,000       119,212  

Cleveland-Cliffs, Inc., 144A, 6.75%, 3/15/2026

    125,000       135,000  

Constellium SE:

   

144A, 5.75%, 5/15/2024

    250,000       255,105  

144A, 6.625%, 3/1/2025

    250,000       255,312  

Element Solutions, Inc., 144A, 3.875%, 9/1/2028

    50,000       51,438  

First Quantum Minerals Ltd.:

   

144A, 6.875%, 3/1/2026

    200,000       208,500  

144A, 6.875%, 10/15/2027

    300,000       325,500  

Freeport-McMoRan, Inc.:

   

4.125%, 3/1/2028

    270,000       283,162  

4.25%, 3/1/2030

    150,000       161,625  

4.375%, 8/1/2028

    90,000       95,625  

4.625%, 8/1/2030

    90,000       98,775  

5.0%, 9/1/2027

    105,000       111,300  

5.4%, 11/14/2034

    70,000       87,587  

HB Fuller Co., 4.25%, 10/15/2028

    50,000       51,250  

Hudbay Minerals, Inc.:

   

144A, 6.125%, 4/1/2029

    100,000       107,750  

144A, 7.625%, 1/15/2025

    220,000       228,525  

Illuminate Buyer LLC, 144A, 9.0%, 7/1/2028

    20,000       22,000  

Ingevity Corp., 144A, 3.875%, 11/1/2028

    70,000       70,525  

Kaiser Aluminum Corp., 144A, 4.625%, 3/1/2028

    70,000       72,625  

Kraton Polymers LLC, 144A, 4.25%, 12/15/2025

    65,000       66,306  

LABL Escrow Issuer LLC, 144A, 6.75%, 7/15/2026

    100,000       108,297  

Mauser Packaging Solutions Holding Co., 144A, 7.25%, 4/15/2025

    105,000       106,050  

Mercer International, Inc., 7.375%, 1/15/2025

    175,000       182,112  

Methanex Corp.:

   

5.125%, 10/15/2027

    180,000       195,638  

5.25%, 12/15/2029

    50,000       54,186  

Nouryon Holding BV, 144A, 8.0%, 10/1/2026

    150,000       159,375  

Novelis Corp.:

   

144A, 4.75%, 1/30/2030

    375,000       404,012  

144A, 5.875%, 9/30/2026

    230,000       240,350  
 

 

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

 

Deutsche DWS Variable Series II —

DWS High Income VIP

  |   11


    Principal
Amount ($)(a)
    Value ($)  

Rayonier AM Products, Inc., 144A, 7.625%, 1/15/2026

    30,000       31,283  

Tronox Finance PLC, 144A, 5.75%, 10/1/2025

    266,000       275,975  

Tronox, Inc.:

   

144A, 6.5%, 5/1/2025

    30,000       32,100  

144A, 6.5%, 4/15/2026

    192,000       199,920  
   

 

 

 
      5,549,298  
Real Estate 4.7%    

Cushman & Wakefield U.S. Borrower LLC, 144A, 6.75%, 5/15/2028

    120,000       132,300  

Iron Mountain, Inc.:

   

144A, (REIT), 4.875%, 9/15/2029

    60,000       63,300  

144A, (REIT), 5.0%, 7/15/2028

    75,000       79,678  

144A, (REIT), 5.25%, 7/15/2030

    100,000       108,000  

iStar, Inc.:

   

(REIT), 4.25%, 8/1/2025

    100,000       98,750  

(REIT), 4.75%, 10/1/2024

    170,000       172,125  

MGM Growth Properties Operating Partnership LP:

   

144A, (REIT), 3.875%, 2/15/2029

    90,000       92,025  

144A, (REIT), 4.625%, 6/15/2025

    233,000       249,543  

(REIT), 5.75%, 2/1/2027

    310,000       347,780  

MPT Operating Partnership LP:

   

(REIT), 3.5%, 3/15/2031

    105,000       108,412  

(REIT), 4.625%, 8/1/2029

    140,000       149,625  

Realogy Group LLC, 144A, 7.625%, 6/15/2025

    185,000       200,858  

Service Properties Trust:

   

(REIT), 5.5%, 12/15/2027

    135,000       147,603  

(REIT), 7.5%, 9/15/2025

    160,000       184,371  

Uniti Group LP:

   

144A, (REIT), 6.0%, 4/15/2023

    60,000       61,200  

144A, (REIT), 7.875%, 2/15/2025

    110,000       118,163  

VICI Properties LP:

   

144A, (REIT), 3.5%, 2/15/2025

    10,000       10,228  

144A, (REIT), 3.75%, 2/15/2027

    30,000       30,675  

144A, (REIT), 4.125%, 8/15/2030

    155,000       163,623  

144A, (REIT), 4.625%, 12/1/2029

    16,000       17,120  
   

 

 

 
      2,535,379  
Utilities 4.4%    

AmeriGas Partners LP:

   

5.5%, 5/20/2025

    205,000       227,037  

5.75%, 5/20/2027

    110,000       125,146  

Calpine Corp.:

   

144A, 4.5%, 2/15/2028

    155,000       161,200  

144A, 4.625%, 2/1/2029

    30,000       30,848  

144A, 5.0%, 2/1/2031

    45,000       47,025  

Clearway Energy Operating LLC, 144A, 4.75%, 3/15/2028

    165,000       176,963  

NextEra Energy Operating Partners LP, 144A, 4.25%, 7/15/2024

    210,000       224,700  

NRG Energy, Inc.:

   

144A, 3.375%, 2/15/2029

    30,000       30,714  

144A, 3.625%, 2/15/2031

    145,000       149,176  

144A, 5.25%, 6/15/2029

    157,000       172,700  

5.75%, 1/15/2028

    200,000       218,500  

Pattern Energy Operations LP, 144A, 4.5%, 8/15/2028

    90,000       94,950  
    Principal
Amount ($)(a)
    Value ($)  

PG&E Corp., 5.0%, 7/1/2028

    125,000       133,125  

Pike Corp., 144A, 5.5%, 9/1/2028

    30,000       31,688  

Talen Energy Supply LLC:

   

144A, 7.25%, 5/15/2027

    190,000       202,350  

144A, 7.625%, 6/1/2028

    60,000       64,650  

Vistra Operations Co. LLC:

   

144A, 5.0%, 7/31/2027

    220,000       233,200  

144A, 5.625%, 2/15/2027

    55,000       58,500  
   

 

 

 
              2,382,472  

Total Corporate Bonds (Cost $49,187,240)

 

    52,412,337  
Loan Participations and Assignments 0.8%

 

Senior Loans **    

Brand Energy & Infrastructure Services, Inc., Term Loan, 3-month USD-LIBOR + 4.250%, 5.25%, 6/21/2024

    169,561       165,714  

Endo Luxembourg Finance Company I S.a r.l., Term Loan B, 3-month USD-LIBOR + 4.250%, 5.0%, 4/29/2024

    177,698       175,477  

Flex Acquisition Co., Inc., Frist Lien Term Loan, 3-month USD-LIBOR + 3.000%, 4.0%, 12/29/2023

    80,931       80,679  

Total Loan Participations and Assignments (Cost $414,717)

 

    421,870  
    Shares     Value ($)  
Common Stocks 0.0%

 

Industrials

 

Quad Graphics, Inc. (Cost $0)

    287       1,096  
Warrants 0.1%    
Materials    

Hercules Trust II, Expiration Date 3/31/2029* (d) (Cost $244,286)

    1,100       52,471  
Securities Lending Collateral 1.2%

 

 

DWS Government & Agency Securities Portfolio “DWS Government Cash Institutional Shares”, 0.03% (e) (f) (Cost $633,205)

    633,205       633,205  
Cash Equivalents 1.5%    

DWS Central Cash Management Government Fund, 0.080% (e) (Cost $843,071)

    843,071       843,071  
    % of Net
Assets
    Value ($)  

Total Investment Portfolio (Cost $51,322,519)

    100.5       54,364,050  
Other Assets and Liabilities, Net     (0.5     (257,085
Net Assets     100.0       54,106,965  
 

 

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

 

  12     |  

Deutsche DWS Variable Series II —

DWS High Income VIP


A summary of the Fund’s transactions with affiliated investments during the year ended December 31, 2020 are as follows:

 

Value ($) at
12/31/2019
  Purchases
Cost ($)
    Sales
Proceeds ($)
    Net
Realized
Gain/
(Loss) ($)
    Net Change in
Unrealized
Appreciation
(Depreciation) ($)
    Income ($)     Capital Gain
Distributions ($)
    Number
of Shares
at
12/31/2020
    Value ($)
at
12/31/2020
 

Securities Lending Collateral 1.2%

 

       

DWS Government & Agency Securities Portfolio “DWS Government Cash Institutional Shares”, 0.03% (e) (f)

 

361,289     271,916 (g)                        1,821             633,205       633,205  

Cash Equivalents 1.5%

 

       

DWS Central Cash Management Government Fund, 0.08% (e)

 

2,187,480     27,038,416       28,382,825                   7,012             843,071       843,071  
2,548,769     27,310,332       28,382,825                   8,833             1,476,276       1,476,276  

 

**

Variable or floating rate security. These securities are shown at their current rate as of December 31, 2020. 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, 2020 amounted to $604,414, which is 1.1% of net assets.

 

(c)

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

 

(d)

Investment was valued using significant unobservable inputs.

 

(e)

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

 

(f)

Represents cash 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 in cash collateral for the year ended December 31, 2020.

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

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, 2020, the Fund had the following open forward foreign currency contracts:

 

Contracts to Deliver     In Exchange For     Settlement
Date
  Unrealized
Appreciation ($)
    Counterparty
EUR     978,534     USD     1,196,511     1/29/2021     223     BNP Paribas SA

Currency Abbreviations

 

EUR

Euro

USD

United States Dollar

For information on the Fund’s policy and additional disclosures regarding forward foreign currency contracts, please refer to the Derivatives section of Note B in the accompanying Notes to Financial Statements.

 

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

 

Deutsche DWS Variable Series II —

DWS High Income VIP

  |   13


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, 2020 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         

Corporate Bonds (h)

  $     $ 52,412,337     $      $ 52,412,337  

Loan Participations and Assignments

          421,870              421,870  
Common Stocks     1,096                    1,096  
Warrants                 52,471        52,471  
Short-Term Investments (h)     1,476,276                    1,476,276  
Derivatives (i)         

Forward Foreign Currency Contracts

          223              223  
Total   $     1,477,372     $     52,834,430     $     52,471      $     54,364,273  

 

(h)

See Investment Portfolio for additional detailed categorizations.

 

(i)

Derivatives include unrealized appreciation (depreciation) on open forward foreign currency contracts.

 

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

 

  14     |  

Deutsche DWS Variable Series II —

DWS High Income VIP


Statement of Assets and Liabilities

 

as of December 31, 2020        
Assets        
Investments in non-affiliated securities, at value (cost $49,846,243) — including $604,414 of securities loaned   $ 52,887,774  
Investment in DWS Government & Agency Securities Portfolio (cost $633,205)*     633,205  
Investment in DWS Central Cash Management Government Fund (cost $843,071)     843,071  
Cash     2,737  
Foreign currency, at value (cost $10,298)     10,287  
Receivable for investments sold — when-issued/delayed delivery securities     35,729  
Receivable for Fund shares sold     20,676  
Interest receivable     776,526  
Unrealized appreciation on forward foreign currency contracts     223  
Other assets     1,129  
Total assets     55,211,357  
Liabilities        
Payable upon return of securities loaned     633,205  
Payable for investments purchased     166,593  
Payable for investments purchased — when-issued/delayed delivery securities     155,000  
Payable for Fund shares redeemed     11,415  
Accrued management fee     29,234  
Accrued Trustees’ fees     1,628  
Other accrued expenses and payables     107,317  
Total liabilities     1,104,392  
Net assets, at value   $ 54,106,965  
Net Assets Consist of        
Distributable earnings (loss)     (2,082,822
Paid-in capital     56,189,787  
Net assets, at value   $ 54,106,965  
Net Asset Value        

Class A

 
Net Asset Value, offering and redemption price per share ($53,959,166 ÷ 8,668,128 outstanding shares of beneficial interest, no par value, unlimited number of shares authorized)   $ 6.23  

Class B

 
Net Asset Value, offering and redemption price per share ($147,799 ÷ 23,669 outstanding shares of beneficial interest, no par value, unlimited number of shares authorized)   $ 6.24  

 

*

Represents collateral on securities loaned.

Statement of Operations

 

for the year ended December 31, 2020

 

Investment Income        
Income:  
Interest   $ 2,890,941  
Income distributions — DWS Central Cash Management Government Fund     7,012  
Securities lending income, net of borrower rebates     1,821  
Total income     2,899,774  
Expenses:  
Management fee     260,892  
Administration fee     50,888  
Services to Shareholders     895  
Record keeping fee (Class B)     214  
Distribution service fees (Class B)     371  
Custodian fee     7,841  
Professional fees     89,150  
Reports to shareholders     36,343  
Trustees’ fees and expenses     3,595  
Other     3,995  
Total expenses before expense reductions     454,184  
Expense reductions     (88,318
Total expenses after expense reductions     365,866  
Net investment income     2,533,908  
Realized and Unrealized Gain (Loss)        
Net realized gain (loss) from:  
Investments     (743,582 )  
Forward foreign currency contracts     (216,701
Foreign currency     68,229  
      (892,054
Change in net unrealized appreciation (depreciation) on:  
Investments     1,331,238  
Forward foreign currency contracts     9,850  
Foreign currency     177  
      1,341,265  
Net gain (loss)     449,211  
Net increase (decrease) in net assets
resulting from operations
  $ 2,983,119  
 

 

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

 

Deutsche DWS Variable Series II —

DWS High Income VIP

  |   15


Statements of Changes in Net Assets

 

    Years Ended December 31,  
Increase (Decrease) in Net Assets   2020     2019  
Operations:    
Net investment income (loss)   $ 2,533,908     $ 2,819,135  
Net realized gain (loss)     (892,054     (118,561
Change in net unrealized appreciation (depreciation)     1,341,265       5,181,906  
Net increase (decrease) in net assets resulting from operations     2,983,119       7,882,480  
Distributions to shareholders:    

Class A

    (2,873,076     (3,177,995

Class B

    (8,104     (7,539
Total distributions     (2,881,180     (3,185,534
Fund share transactions:    

Class A

   
Proceeds from shares sold     6,977,525       5,665,153  
Reinvestment of distributions     2,873,076       3,177,995  
Payments for shares redeemed     (11,869,783     (9,540,349
Net increase (decrease) in net assets from Class A share transactions     (2,019,182     (697,201

Class B

   
Proceeds from shares sold     9,694       16,476  
Reinvestment of distributions     8,104       7,539  
Payments for shares redeemed     (29,136     (11,195
Net increase (decrease) in net assets from Class B share transactions     (11,338     12,820  
Increase (decrease) in net assets     (1,928,581     4,012,565  
Net assets at beginning of period     56,035,546       52,022,981  
Net assets at end of period   $ 54,106,965     $ 56,035,546  
Other Information              

Class A

   
Shares outstanding at beginning of period     8,976,023       9,081,584  
Shares sold     1,182,798       944,540  
Shares issued to shareholders in reinvestment of distributions     536,022       543,247  
Shares redeemed     (2,026,715     (1,593,348
Net increase (decrease) in Class A shares     (307,895     (105,561
Shares outstanding at end of period     8,668,128       8,976,023  

Class B

   
Shares outstanding at beginning of period     25,470       23,418  
Shares sold     1,573       2,669  
Shares issued to shareholders in reinvestment of distributions     1,501       1,282  
Shares redeemed     (4,875     (1,899
Net increase (decrease) in Class B shares     (1,801     2,052  
Shares outstanding at end of period     23,669       25,470  

 

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

 

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DWS High Income VIP


Financial Highlights

DWS High Income VIP — Class A

 

 

   

Years Ended December 31,

 
    

2020

    2019     2018     2017     2016  
Selected Per Share Data                                        
Net asset value, beginning of period   $ 6.23       $5.71       $6.36       $6.28       $5.93  
Income (loss) from investment operations:          

Net investment incomea

    .29       .31       .33       .31       .32  

Net realized and unrealized gain (loss)

    .04       .56       (.48     .15       .41  

Total from investment operations

    .33       .87       (.15     .46       .73  
Less distributions from:          

Net investment income

    (.33     (.35     (.50     (.38     (.38
Net asset value, end of period   $ 6.23       $6.23       $5.71       $6.36       $6.28  
Total Return (%)b     6.24       15.69       (2.52     7.51       12.87  
Ratios to Average Net Assets and Supplemental Data                                        
Net assets, end of period ($ millions)     54       56       52       61       100  
Ratio of expenses before expense reductions (%)c     .87       .96       .94       .78       .80  
Ratio of expenses after expense reductions (%)c     .70       .68       .69       .72       .72  
Ratio of net investment income (%)     4.86       5.09       5.41       4.98       5.38  
Portfolio turnover rate (%)     94       82       62       71       77  

 

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.

 

DWS High Income VIP — Class B

 

 

   

Years Ended December 31,

 
     2020     2019     2018     2017     2016  
Selected Per Share Data                                        
Net asset value, beginning of period   $ 6.25       $5.73       $6.38       $6.30       $5.94  
Income (loss) from investment operations:          

Net investment incomea

    .27       .29       .31       .31       .31  

Net realized and unrealized gain (loss)

    .04       .57       (.48     .13       .41  

Total from investment operations

    .31       .86       (.17     .44       .72  
Less distributions from:          

Net investment income

    (.32     (.34     (.48     (.36     (.36
Net asset value, end of period   $ 6.24       $6.25       $5.73       $6.38       $6.30  
Total Return (%)b     5.77       15.33       (2.76     7.21       12.67  
Ratios to Average Net Assets and Supplemental Data                                        
Net assets, end of period ($ millions)     .1       .2       .1       .1       2  
Ratio of expenses before expense reductions (%)c     1.30       1.40       1.34       1.15       1.21  
Ratio of expenses after expense reductions (%)c     1.05       .94       .96       .98       .98  
Ratio of net investment income (%)     4.52       4.82       5.14       4.88       5.15  
Portfolio turnover rate (%)     94       82       62       71       77  

 

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 High Income VIP

  |   17


Notes to Financial Statements  

A. Organization and Significant Accounting Policies

DWS High Income VIP (the “Fund”) is a diversified series of Deutsche DWS 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 of up to 0.15% and

Rule 12b-1 fees under the 1940 Act equal to an annual rate of up to 0.25% of the average daily net assets of the Class B shares of the Fund. Class A shares are not subject to such fees.

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

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

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

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

Debt securities and loan participations and assignments are valued at prices supplied by independent pricing services approved by the Fund’s Board. Such services may use various pricing techniques which take into account appropriate factors such as yield, quality, coupon rate, maturity, type of issue, trading characteristics, prepayment speeds and other data, as well as broker quotes. If the pricing services are unable to provide valuations, debt securities are valued at the average of the most recent reliable bid quotations or evaluated prices, as applicable, obtained from broker-dealers and loan participations and assignments are valued at the mean of the most recent bid and ask quotations or evaluated prices, as applicable, obtained from broker-dealers. Certain securities may be valued on the basis of a price provided by a single source or broker-dealer. No active trading market may exist for some senior loans and they may be subject to restrictions on resale. The inability to dispose of senior loans in a timely fashion could result in losses. These securities are generally categorized as Level 2.

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

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

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

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

 

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DWS High Income VIP


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, 2020, the Fund invested the cash collateral into a joint trading account in DWS Government & Agency Securities Portfolio, an affiliated money market fund managed by DWS Investment Management Americas, Inc. DWS Investment Management Americas, Inc. receives a management/administration fee (0.06% annualized effective rate as of December 31, 2020) 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, 2020, 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, 2020, the Fund had a net tax basis capital loss carryforward of approximately $7,538,000, which may be applied against realized net taxable capital gains indefinitely, including short-term losses ($1,009,000) and long-term losses ($6,529,000).

The Fund has reviewed the tax positions for the open tax years as of December 31, 2020 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.

 

Deutsche DWS Variable Series II —

DWS High Income VIP

  |   19


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 foreign denominated investments. 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, 2020, the Fund’s components of distributable earnings on a tax basis were as follows:

 

Undistributed ordinary income*   $ 2,428,599  
Capital loss carryforwards   $ (7,538,000
Net unrealized appreciation (depreciation) on investments   $ 3,026,544  

At December 31, 2020, the aggregate cost of investments for federal income tax purposes was $51,337,506. The net unrealized appreciation for all investments based on tax cost was $3,026,544. This consisted of aggregate gross unrealized appreciation for all investments for which there was an excess of value over tax cost of $3,262,983 and aggregate gross unrealized depreciation for all investments for which there was an excess of tax cost over value of $236,439.

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

 

    Years Ended December 31,  
     2020     2019  
Distributions from ordinary income*   $ 2,881,180     $ 3,185,534  

 

*

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 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

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, 2020, the Fund entered into forward currency contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign currency denominated portfolio holdings and to facilitate transactions in foreign currency denominated securities.

Forward currency contracts are valued at the prevailing forward exchange rate of the underlying currencies and unrealized gain (loss) is recorded daily. On the settlement date of the forward currency contract, the Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value of the contract at the time it was closed. Certain risks may arise upon entering into forward currency contracts from the potential inability of counterparties to meet the terms of their

 

  20     |  

Deutsche DWS Variable Series II —

DWS High Income VIP


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, 2020 is included in a table following the Fund’s Investment Portfolio. For the year ended December 31, 2020, the investment in forward currency contracts short vs. U.S. dollars had a total contract value generally indicative of a range from approximately $880,000 to $1,866,000, 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 $142,000.

The following table summarizes the value of the Fund’s derivative instruments held as of December 31, 2020 and the related location in the accompanying Statement of Assets and Liabilities, presented by primary underlying risk exposure:

 

Asset Derivative   Forward
Contract
 
Foreign Exchange contracts (a)   $ 223  

The above derivative is located in the following Statement of Assets and Liabilities account:

 

(a)

Unrealized appreciation 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, 2020 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
Contract
 
Foreign Exchange Contracts (b)   $ (216,701

The above derivative is located in the following Statement of Operations accounts:

 

(b)

Net realized gain (loss) from forward foreign currency contracts

 

Change in Net Unrealized Appreciation (Depreciation)   Forward
Contract
 
Foreign Exchange contracts (c)   $ 9,850  

The above derivative is located in the following Statement of Operations accounts:

 

 

(c)

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

As of December 31, 2020, 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 Assets
Presented in the
Statement of
Assets and
Liabilities
    Financial
Instruments
and
Derivatives
Available
for Offset
    Collateral
Received
    Net Amount of
Derivative
Assets
 
BNP Paribas SA   $ 223     $     $     $ 223  

C. Purchases and Sales of Securities

During the year ended December 31, 2020, purchases and sales of investment transactions (excluding short-term investments and U.S. Treasury securities) aggregated $47,976,841 and $48,794,547, respectively.

D. Related Parties

Management Agreement. Under the Investment Management Agreement with DWS 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.

 

Deutsche DWS Variable Series II —

DWS High Income VIP

  |   21


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     .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, 2020, 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, 2020 through April 30, 2020, 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     .68
Class B     .94

Effective May 1, 2020 through September 30, 2021 (through April 30, 2021 for Class B shares), 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     .71
Class B     1.10

For the year ended December 31, 2020, fees waived and/or expenses reimbursed for each class were as follows:

 

Class A   $ 87,938  
Class B     380  
    $ 88,318  

Administration Fee. Pursuant to an Administrative Services Agreement, DIMA provides most administrative services to the Fund. Prior to March 1, 2020, for all services provided under the Administrative Services Agreement, the Fund paid the Advisor an annual fee (“Administration Fee”) of 0.10% of the Fund’s average daily net assets, computed and accrued daily and payable monthly. Effective March 1, 2020, for all services provided under the Administrative Services Agreement, the Fund pays the Advisor an annual Administration Fee of 0.097% of the Fund’s average daily net assets, computed and accrued daily and payable monthly. For the year ended December 31, 2020, the Administration Fee was $50,888, of which $4,426 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, 2020, the amounts charged to the Fund by DSC were as follows:

 

Services to Shareholders   Total
Aggregated
    Unpaid at
December 31, 2020
 
Class A   $ 285     $ 53  
Class B     58       11  
    $ 343     $ 64  

 

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Distribution Service Agreement. Under the Fund’s Class B 12b-1 plan, DWS Distributors, Inc. (“DDI”) received a fee (“Distribution Service Fee”) of up to 0.25% of the average daily net assets of Class B shares. For the year ended December 31, 2020, the Distribution Service Fee was $371, of which $29 is unpaid.

Other 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, 2020, the amount charged to the Fund by DIMA included in the Statement of Operations under “Reports to shareholders” aggregated $9,789, of which $4,164 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, 2020, the Fund incurred lending agent fees to Deutsche Bank AG for the amount of $137.

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, 2020, two participating insurance companies were owners of record of 10% or more of the total outstanding Class A shares of the Fund, each owning 69% and 21%. One participating insurance company was owner of record of 10% or more of the total outstanding Class B shares of the Fund, owning 81%.

G. Line of Credit

The Fund and other affiliated funds (the “Participants”) share in a $350 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, 2020.

 

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  |   23


H. Other — COVID-19 Pandemic

A novel coronavirus known as COVID-19, declared a pandemic by the World Health Organization, has caused significant uncertainty, market volatility, decreased economic and other activity and increased government activity. Specifically, COVID-19 has led to significant death and morbidity, and concerns about its further spread have resulted in the closing of schools and non-essential businesses, cancellations, shelter-in place orders, lower consumer spending in certain sectors, social distancing, bans on large social gatherings and travel, quarantines, government economic stimulus measures, reduced productivity, rapid increases in unemployment, increased demand for and strain on government and medical resources, border closings and global trade and supply chain interruptions, among others. The full effects, duration and costs of the COVID-19 pandemic are impossible to predict, and the circumstances surrounding the COVID-19 pandemic will continue to evolve. The pandemic may affect certain countries, industries, economic sectors, companies and investment products more than others, may exacerbate existing economic, political, or social tensions and may increase the probability of an economic recession or depression. The Fund and its investments may be adversely affected by the effects of the COVID-19 pandemic, and a prolonged pandemic may result in the Fund and its service providers experiencing operational difficulties in coordinating a remote workforce and implementing their business continuity plans, among others. Management will continue to monitor the impact COVID-19 has on the Fund and reflect the consequences as appropriate in the Fund’s accounting and financial reporting.

 

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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 (the “Fund”) (one of the funds constituting Deutsche DWS Variable Series II) (the “Trust”), including the investment portfolio, as of December 31, 2020, 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, 2020, 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, 2020, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others 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 12, 2021

 

Deutsche DWS Variable Series II —

DWS High Income VIP

  |   25


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, 2020 to December 31, 2020).

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, 2020  
Actual Fund Return   Class A     Class B  
Beginning Account Value 7/1/20   $ 1,000.00     $ 1,000.00  
Ending Account Value 12/31/20   $ 1,106.60     $ 1,102.50  
Expenses Paid per $1,000*   $ 3.76     $ 5.81  
Hypothetical 5% Fund Return   Class A     Class B  
Beginning Account Value 7/1/20   $ 1,000.00     $ 1,000.00  
Ending Account Value 12/31/20   $ 1,021.57     $ 1,019.61  
Expenses Paid per $1,000*   $ 3.61     $ 5.58  

 

*

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 366.

 

Annualized Expense Ratios   Class A     Class B  
Deutsche DWS Variable Series II — DWS High Income VIP     .71     1.10

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.

 

Deutsche DWS Variable Series II —

DWS High Income VIP

  |   27


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 2020.

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 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”).

 

 

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 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.

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 also considered the risks to DIMA in sponsoring or managing the Fund, including financial, operational and reputational risks, the potential impact to DIMA from such risks and DIMA’s approach to addressing such risks. 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 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, 2019, the Fund’s performance (Class A shares) was in the 1st quartile, 1st quartile and

 

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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- and three-year periods and has underperformed its benchmark in the five-year period ended December 31, 2019.

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, 2019). The Board noted that, effective March 1, 2020, the fee paid to DIMA under the Fund’s administrative services agreement was reduced to 0.097%. 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, 2019, 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 other operational 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 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.

 

Deutsche DWS Variable Series II —

DWS High Income VIP

  |   29


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.

The Board also considered that on September 24, 2020, the SEC granted a temporary order permitting DIMA and its affiliates to continue providing investment advisory and underwriting services to the DWS Funds notwithstanding a consent order entered into by Deutsche Bank AG on June 17, 2020 (the “Consent Order”). The Board noted that the temporary order was granted effective as of the date of the Consent Order. The Board also noted various representations by DIMA to the Board relating to the Consent Order, including that the conduct giving rise to the Consent Order (unintentional conduct that resulted from a system outage that prevented Deutsche Bank AG from reporting data in accordance with applicable CFTC requirements for five days in April 2016) did not involve any DWS Fund or services DIMA and its affiliates provide to the DWS Funds, that DIMA and its personnel had no involvement in the alleged conduct giving rise to the Consent Order, and that the DWS Funds would not bear any financial impact or costs relating to the Consent Order.

Based on all of the information considered and the conclusions reached, the Board 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 Trust/Corporation. 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 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 Trust/Corporation. 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. The number of funds in the DWS fund complex shown in the table below includes all registered open- and closed-end funds (including all of their portfolios) advised by the Advisor and any registered funds that have an investment advisor that is an affiliated person of the Advisor.

 

Independent Board Members       
Name, Year of Birth,
Position with the Trust/
Corporation 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); former Chairman, National Association of Small Business Investment Companies; former Directorships: ICI Mutual Insurance Company; BoxTop Media Inc. (advertising); Sun Capital Advisers Trust (mutual funds) (2011–2012)     73    

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 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.; Oak Brook Bank; and Prisma Energy International. Not-for-Profit Director/Trustee: Palm Beach Civic Association; Window to the World Communications (public media); Life Director of Harris Theater for Music and Dance (Chicago); Life Director of Hubbard Street Dance Chicago; former Not-for-Profit Directorships: Public Radio International     73     Portland
General
Electric2
(utility
company)
(2003–
present)

Dawn-Marie Driscoll (1946)

 

Board Member since 1987

  Emeritus Executive Fellow, Center for Business Ethics, Bentley University; formerly: 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)     73    

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)     73     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     73    

 

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Name, Year of Birth,
Position with the Trust/
Corporation 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

Rebecca W. Rimel (1951)

 

Board Member since 1995

  Senior Advisor, The Pew Charitable Trusts (charitable organization) (since July 2020); 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); President, Chief Executive Officer and Director, The Pew Charitable Trusts (charitable organization) (1994–2020)     73     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)     73    

 

Officers4    
Name, Year of Birth,
Position with the Trust/
Corporation and
Length of Time Served5
  Business Experience and Directorships During the Past Five Years

Hepsen Uzcan6 (1974)

 

President and Chief Executive Officer, 2017–present

  Managing Director3, DWS; Secretary, DWS USA Corporation (2018–present); Assistant Secretary, DWS Distributors, Inc. (2018–present); Director and Vice President, DWS Service Company (2018–present); Assistant Secretary, DWS Investment Management Americas, Inc. (2018–present); Director and President, DB Investment Managers, Inc. (2018–present); President and Chief Executive Officer, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2017–present); formerly: Vice President for the Deutsche funds (2016–2017); Assistant Secretary for the DWS funds (2013–2019); Assistant Secretary, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2013–2020); Directorships: Interested Director, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (since June 25, 2020); ICI Mutual Insurance Company (since October 16, 2020); and Episcopalian Charities of New York (2018–present)

John Millette7 (1962)

 

Vice President and Secretary, 1999–present

  Director,3 DWS; Chief Legal Officer, DWS Investment Management Americas, Inc. (2015–present); Director and Vice President, DWS Trust Company (2016–present); Secretary, DBX ETF Trust (2020–present); Secretary, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2011–present); formerly: Secretary, Deutsche Investment Management Americas Inc. (2015–2017); Assistant Secretary, DBX ETF Trust (2019–2020); Assistant Secretary (July 14, 2006–December 31, 2010) and Secretary (January 31, 2006–July 13, 2006), The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc.

Ciara Crawford8 (1984)

 

Assistant Secretary, (2019–present)

  Associate, DWS (since 2015); previously, Legal Assistant at Accelerated Tax Solutions.

Diane Kenneally7 (1966)

 

Chief Financial Officer and Treasurer, 2018–present

  Director,3 DWS; Treasurer, Chief Financial Officer and Controller, DBX ETF Trust (2019–present); Treasurer and Chief Financial Officer, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2018–present); formerly: Assistant Treasurer for the DWS funds (2007–2018)

Paul Antosca7 (1957)

 

Assistant Treasurer, 2007–present

  Director,3 DWS; and Assistant Treasurer, DBX ETF Trust (2019–present)

Sheila Cadogan7 (1966)

 

Assistant Treasurer, 2017–present

  Director,3 DWS; Director and Vice President, DWS Trust Company (2018–present); Assistant Treasurer, DBX ETF Trust (2019–present); Assistant Treasurer, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2018–present)

Scott D. Hogan7 (1970)

 

Chief Compliance Officer, 2016–present

  Director,3 DWS; Chief Compliance Officer, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2016–present)

Caroline Pearson7 (1962)

 

Chief Legal Officer, 2010–present

  Managing Director3, DWS; Assistant Secretary, DBX ETF Trust (2020–present); Chief Legal Officer, DBX Advisors LLC and DBX Strategic Advisors LLC (2020–present); Chief Legal Officer, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2012–present); 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 Trust/
Corporation and
Length of Time Served5
  Business Experience and Directorships During the Past Five Years

Michelle Goveia-Pine6 (1970)

 

Interim Anti-Money Laundering Compliance Officer,

since July 10, 2020

  Director,3 DWS; Interim AML Officer, DWS Trust Company (since July 28, 2020); Interim AML Officer, DBX ETF Trust (since July 9, 2020); Interim AML Officer, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (since July 24, 2020)

 

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: 875 Third Avenue, New York, NY 10022.

 

7 

Address: 100 Summer Street, Boston, MA 02110.

 

8 

Address: 5022 Gate Parkway, Suite 400, Jacksonville, FL 32256.

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.

 

Deutsche DWS Variable Series II —

DWS High Income VIP

  |   33


Notes


Notes


LOGO

VS2HI-2 (R-025832-10 2/21)


December 31, 2020

Annual Report

Deutsche DWS Variable Series II

 

 

 

DWS International Growth VIP

 

 

 

LOGO


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.

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. Stocks may decline in value. Smaller company stocks tend to be more volatile than medium-sized or large company stocks. The Fund may lend securities to approved institutions. Please read the prospectus for details.

 

War, terrorism, economic uncertainty, trade disputes, public health crises (including the recent pandemic spread of the novel coronavirus) and related geopolitical events could lead to increased market volatility, disruption to U.S. and world economies and markets and may have significant adverse effects on the Fund and its investments.

 

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 International Growth VIP


Performance Summary   December 31, 2020 (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, 2020 are 1.64% and 1.95% 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

 

 

LOGO

  

MSCI All Country World ex-USA Index is an unmanaged equity index which captures large and mid-capitalization representation across 22 of 23 developed markets countries excluding the U.S. and 26 emerging markets countries. It covers approximately 85% of the global equity opportunity set outside of the U.S.

 

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

 

Prior to October 1, 2017, the fund was named Deutsche Global Growth VIP and operated with a different investment strategy. Performance would have been different if the fund’s current investment strategy had been in effect.

 

Comparative Results                        
DWS International Growth VIP         1-Year    3-Year    5-Year    10-Year
Class A   Growth of $10,000    $12,269    $13,413    $17,454    $21,393
    Average annual total return    22.69%    10.28%    11.78%    7.90%
MSCI All Country World
ex-USA Index
  Growth of $10,000    $11,065    $11,537    $15,334    $16,163
  Average annual total return    10.65%    4.88%    8.93%    4.92%
DWS International Growth VIP         1-Year    3-Year    5-Year    10-Year
Class B   Growth of $10,000    $12,229    $13,293    $17,214    $20,731
    Average annual total return    22.29%    9.95%    11.47%    7.56%
MSCI All Country World
ex-USA Index
  Growth of $10,000    $11,065    $11,537    $15,334    $16,163
  Average annual total return    10.65%    4.88%    8.93%    4.92%

The growth of $10,000 is cumulative.

 

Deutsche DWS Variable Series II —

DWS International Growth VIP

  |   3


Management Summary   December 31, 2020 (Unaudited)

The Fund’s Class A shares returned 22.69% in 2020 (unadjusted for contract charges), outperforming the 10.65% return of the MSCI All-Country World ex-USA Index by a comfortable margin. The Fund outpaced the index in the three-, five-, and 10-year periods that ended on December 31, 2020.

Our emphasis on growing, innovative companies was a key factor in the Fund’s strong showing in 2020. Growth stocks, in general, delivered returns that were well ahead of their value counterparts, creating a tailwind for our strategy relative to the blended benchmark. Our growth-oriented approach also led us to hold an underweight position in energy, the worst performer among the eleven major sectors, as well as an overweight in information technology, the top performer. Stock selection was also a sizable contributor, with the best results occurring in the health care, industrial, and financials sectors. The growth-oriented communication services and information technology sectors were additional areas of strength.

Lonza Group AG (Switzerland) was the leading contributor at the company level. The stock was boosted by robust demand in its core business and expectations that it will be a preferred manufacturer of COVID-19 vaccines and treatments. Farfetch Ltd. (United Kingdom), which operates a marketplace for luxury goods, was another top performer. The social media company Momo, Inc. (China) and the food-services provider Compass Group PLC (United Kingdom), both of which were adversely affected by the lockdowns, were the largest detractors.

Amid the elevated uncertainty associated with COVID-19, we remained guided by our longstanding approach of investing in high-quality, innovative businesses that we believe can grow irrespective of the macroeconomic environment. As part of this process, we added new holdings in stocks we viewed as being especially well suited to navigate the cross-currents resulting from the pandemic. For example, we established positions in the German health care companies Sartorius AG and Evotec SE. Both benefited from accelerating demand for their products and services, as well as increased funding for drug development related to the coronavirus and other conditions. We also added a position in Zur Rose Group AG (Switzerland), the operator of Germany’s leading online pharmacy. Later in the year, as the likelihood of a vaccine increased, we looked for secular growth stocks that stood to benefit from a reopening. Among these were Rentokil Initial PLC, a global business services company focused on hygiene, sanitation, and pest control, and the industrial semiconductor designer NXP Semiconductors NV (Netherlands). Conversely, we sold several holdings where the long-term outlook had deteriorated or where the positions had grown beyond their target portfolio weightings.

From a regional perspective, the Fund remained well diversified across Europe, China, Japan, Brazil, and North America. Although we emphasize the developed markets, we look for growth businesses in the emerging markets (as well as companies with a large portion of their revenues from this segment) on the belief that the category features attractive long-term growth prospects. At the sector level, the Fund was overweight in technology, health care, and industrials, and its largest underweights were in financials, utilities, energy, materials, and real estate. This positioning is the result of our bottom-up stock selection process, rather than a top-down view.

We continue to see opportunities in companies that are positioned for long-term, sustainable growth as they capitalize on dynamic and widening addressable markets. We are finding this to be the case not only in growth sectors, but also in more traditional businesses (such as those in the financials, insurance, education, and health care industries) that are quickly embracing new solutions to adapt to the disrupting forces. Many companies in these areas also stand to benefit from the falling costs and increasing productivity that technology-enabled innovation provides.

With visibility remaining clouded due to renewed lockdowns and surging coronavirus cases around the world, we believe it’s essential to calibrate the portfolio’s risk-reward characteristics carefully and ensure the appropriate level of diversification across industries, regions, and stages of the corporate life cycle.

 

  4     |  

Deutsche DWS Variable Series II —

DWS International Growth VIP


Sebastian P. Werner, PhD, Director

Julia A. Merz, PhD, Assistant 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.

Terms to Know

MSCI All Country World ex USA Index is an unmanaged equity index which captures large and mid-capitalization representation across 22 of 23 developed markets countries excluding the U.S. and 26 emerging markets countries. It covers approximately 85% of the global equity opportunity set outside of the U.S.

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.

Stock selection refers to the performance of the fund’s holdings in a given sector relative to the sector as a whole.

Contributors and detractors incorporate both a stock’s return and its weight. If two stocks have the same return but one has a larger weighting in the Fund, it will have a larger contribution to return in the period.

 

Deutsche DWS Variable Series II —

DWS International Growth VIP

  |   5


Portfolio Summary   (Unaudited)

 

Asset Allocation (As a % of Investment Portfolio excluding Securities Lending Collateral)    12/31/20      12/31/19  

Common Stocks

     96%        97%  

Cash Equivalents

     2%        1%  

Preferred Stocks

     1%        0%  

Exchange-Traded Funds

     1%        2%  
       100%        100%  

Sector Diversification

(As a % of Investment Portfolio excluding Exchange-Traded Funds, Securities Lending Collateral and
Cash Equivalents)

   12/31/20      12/31/19  
Information Technology      24%        18%  
Health Care      16%        15%  

Industrials

     15%        15%  

Financials

     13%        19%  
Consumer Discretionary      13%        14%  
Consumer Staples      7%        7%  
Communication Services      6%        5%  
Materials      5%        5%  
Energy      1%        2%  
       100%        100%  

Geographical Diversification

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

   12/31/20      12/31/19  

Germany

     15%        13%  

France

     12%        13%  

Japan

     10%        10%  

Switzerland

     9%        9%  

China

     8%        8%  

United States

     8%        8%  

Canada

     7%        9%  

Netherlands

     6%        4%  

United Kingdom

     4%        4%  

Ireland

     4%        4%  

Sweden

     3%        3%  

Korea

     2%        2%  

Argentina

     2%        2%  

Taiwan

     2%        1%  

Brazil

     2%        2%  

Singapore

     2%        2%  
Other      4%        6%  
       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 posted on dws.com, and is available free of charge by contacting your financial intermediary, or if you are a direct investor, by calling (800) 728-3337. In addition, the portfolio holdings listing is filed with the SEC on the Fund’s Form N-PORT and will be available on the SEC’s Web site at sec.gov. Additional portfolio holdings for the Fund are also posted on dws.com from time to time. Please see the Fund’s current prospectus for more information.

 

  6     |  

Deutsche DWS Variable Series II —

DWS International Growth VIP


Investment Portfolio   as of December 31, 2020

 

    Shares     Value ($)  
Common Stocks 96.2%    
Argentina 2.1%

 

Globant SA* (a)
(Cost $103,492)

    1,860       404,755  
Australia 0.3%

 

Appen Ltd.
(Cost $74,288)

    3,459       66,143  
Brazil 1.8%

 

Magazine Luiza SA

    22,116       106,164  

Pagseguro Digital Ltd. “A”* (a)

    4,379       249,078  
   

 

 

 

(Cost $176,084)

 

    355,242  
Canada 6.5%

 

Agnico Eagle Mines Ltd.

    3,500       246,339  

Alimentation Couche-Tard, Inc. “B”

    5,515       187,949  

Brookfield Asset Management, Inc. “A”

    14,194       586,761  

Canadian National Railway Co.

    2,180       239,665  
   

 

 

 

(Cost $582,363)

 

    1,260,714  
China 8.1%

 

Alibaba Group Holding Ltd. (ADR)*

    1,693       394,012  

Dada Nexus Ltd. (ADR)*

    544       19,856  

Minth Group Ltd.

    16,870       89,322  

Momo, Inc. (ADR)

    3,293       45,970  

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

    939       174,476  

Ping An Healthcare and Technology Co., Ltd. 144A*

    2,100       25,663  

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

    31,000       380,780  

Tencent Holdings Ltd.

    6,000       435,837  
   

 

 

 

(Cost $881,540)

 

    1,565,916  
France 11.3%

 

Airbus SE*

    1,055       115,927  

Capgemini SE

    1,239       192,938  

Cie de Saint-Gobain*

    3,000       138,419  

LVMH Moet Hennessy Louis Vuitton SE

    795       496,295  

Orpea SA*

    1,070       141,056  

Schneider Electric SE

    475       68,954  

SMCP SA 144A*

    6,128       37,549  

Teleperformance

    1,001       334,319  

TOTAL SE

    5,614       242,230  

VINCI SA

    2,670       266,000  

Vivendi SA

    5,110       164,890  
   

 

 

 

(Cost $1,719,453)

 

    2,198,577  
Germany 13.6%

 

adidas AG*

    327       119,417  

Allianz SE (Registered)

    1,322       324,522  

BASF SE

    1,978       156,227  

Deutsche Boerse AG

    2,634       448,854  

Evonik Industries AG

    6,335       207,167  

Evotec SE*

    5,569       206,573  

Fresenius Medical Care AG & Co. KGaA

    3,825       324,078  

LANXESS AG

    2,210       170,120  

SAP SE

    1,621       214,967  
    Shares     Value ($)  

TeamViewer AG 144A*

    6,482       348,836  

Wacker Chemie AG

    750       107,440  
   

 

 

 

(Cost $2,099,436)

 

    2,628,201  
Hong Kong 1.2%

 

Techtronic Industries Co., Ltd.
(Cost $38,072)

    16,097       230,502  
Ireland 3.5%

 

Experian PLC

    10,233       388,746  

Kerry Group PLC “A”

    1,977       286,525  
   

 

 

 

(Cost $364,469)

 

    675,271  
Japan 10.2%

 

Daikin Industries Ltd.

    1,700       378,268  

Fast Retailing Co., Ltd.

    300       269,381  

Hoya Corp.

    2,500       346,190  

Kao Corp.

    1,100       84,907  

Keyence Corp.

    800       450,273  

MISUMI Group, Inc.

    3,911       128,302  

Pigeon Corp.

    3,900       160,912  

Shimadzu Corp.

    4,200       163,416  
   

 

 

 

(Cost $1,071,371)

 

    1,981,649  
Korea 2.1%

 

Samsung Electronics Co., Ltd.
(Cost $229,761)

    5,423       406,183  
Luxembourg 1.0%

 

Eurofins Scientific SE*
(Cost $51,777)

    2,380       200,151  
Macau 0.5%

 

Sands China Ltd.
(Cost $116,661)

    22,800       100,729  
Netherlands 5.5%

 

Adyen NV 144A*

    59       138,025  

ASML Holding NV

    513       251,532  

ING Groep NV*

    16,200       152,107  

Koninklijke Philips NV*

    4,819       258,448  

NXP Semiconductors NV (a)

    965       153,445  

Prosus NV

    1,035       112,604  
   

 

 

 

(Cost $753,689)

 

    1,066,161  
Singapore 1.8%

 

DBS Group Holdings Ltd.
(Cost $289,679)

    18,300       347,429  
South Africa 1.1%

 

Naspers Ltd. “N”
(Cost $235,856)

    1,035       213,756  
Sweden 3.4%

 

Assa Abloy AB “B”

    3,900       96,271  

Hexagon AB “B”

    1,068       97,553  

Nobina AB 144A*

    22,904       193,360  

Spotify Technology SA* (a)

    866       272,496  
   

 

 

 

(Cost $391,626)

 

    659,680  
Switzerland 8.8%

 

Alcon, Inc.*

    632       42,053  

Julius Baer Group Ltd.

    1,388       79,805  

Lonza Group AG (Registered)

    823       530,626  
 

 

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

 

Deutsche DWS Variable Series II —

DWS International Growth VIP

  |   7


    Shares     Value ($)  

Nestle SA (Registered)

    3,470       409,127  

Novartis AG (Registered)

    2,550       241,216  

Roche Holding AG (Genusschein)

    761       266,357  

Zur Rose Group AG*

    405       130,009  
   

 

 

 

(Cost $900,558)

 

    1,699,193  
Taiwan 2.1%

 

Taiwan Semiconductor Manufacturing Co., Ltd.
(Cost $137,146)

    21,000       396,689  
United Kingdom 4.1%

 

Clarivate PLC* (a)

    4,760       141,420  

Clinigen Group PLC

    9,352       86,427  

Compass Group PLC

    6,985       130,063  

Farfetch Ltd. “A”* (a)

    2,310       147,401  

Halma PLC

    4,667       156,579  

Rentokil Initial PLC*

    19,720       137,620  
   

 

 

 

(Cost $578,465)

 

    799,510  
United States 7.2%

 

Activision Blizzard, Inc.

    1,966       182,543  

EPAM Systems, Inc.*

    1,080       387,018  

Marsh & McLennan Companies, Inc.

    1,677       196,209  

MasterCard, Inc. “A”

    594       212,022  

NVIDIA Corp.

    329       171,804  

Schlumberger NV

    2,572       56,147  

Thermo Fisher Scientific, Inc.

    415       193,299  
   

 

 

 

(Cost $537,383)

 

    1,399,042  

Total Common Stocks (Cost $11,333,169)

 

    18,655,493  
    Shares     Value ($)  
Preferred Stocks 0.7%    
Germany

 

Sartorius AG
(Cost $84,410)

    350       147,633  

Exchange-Traded Funds 0.5%

 

United States

 

iShares MSCI Japan ETF (Cost $84,057)

    1,408       95,124  
Cash Equivalents 2.4%    

DWS Central Cash Management Government Fund, 0.08% (b)
(Cost $458,187)

    458,187       458,187  
    % of
Net Assets
    Value ($)  

Total Investment Portfolio
(Cost $11,959,823)

    99.8       19,356,437  
Other Assets and Liabilities, Net     0.2       42,498  
Net Assets     100.0       19,398,935  
 

A summary of the Fund’s transactions with affiliated investments during the year ended December 31, 2020 are as follows:

 

Value ($) at
12/31/2019
  Purchases
Cost ($)
    Sales
Proceeds ($)
    Net
Realized
Gain/
(Loss) ($)
    Net Change in
Unrealized
Appreciation
(Depreciation) ($)
    Income ($)     Capital Gain
Distributions ($)
    Number
of Shares
at
12/31/2020
    Value ($)
at
12/31/2020
 

Securities Lending Collateral —%

 

       

DWS Government & Agency Securities Portfolio “DWS Government Cash Institutional Shares”, 0.03% (b) (c)

 

290,624           290,624  (d)                  2,173                    

Cash Equivalents 2.4%

 

DWS Central Cash Management Government Fund, 0.08% (b)

 

241,211     4,047,899       3,830,923                   1,241             458,187       458,187  
531,835     4,047,899       4,121,547                   3,414             458,187       458,187  

 

*

Non-income producing security.

 

(a)

Listed on the New York Stock Exchange.

 

(b)

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

 

(c)

Represents cash collateral held in connection with securities lending. Income earned by the Fund is net of borrower rebates.

 

(d)

Represents the net increase (purchase cost) or decrease (sales proceeds) in the amount invested in cash collateral for the year ended December 31, 2020.

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

MSCI: Morgan Stanley Capital International

 

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

 

  8     |  

Deutsche DWS Variable Series II —

DWS International Growth VIP


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, 2020 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

  $ 404,755     $      $      $ 404,755  

Australia

          66,143               66,143  

Brazil

    249,078       106,164               355,242  

Canada

    1,260,714                     1,260,714  

China

    634,314       931,602               1,565,916  

France

          2,198,577               2,198,577  

Germany

          2,628,201               2,628,201  

Hong Kong

          230,502               230,502  

Ireland

          675,271               675,271  

Japan

          1,981,649               1,981,649  

Korea

          406,183               406,183  

Luxembourg

          200,151               200,151  

Macau

          100,729               100,729  

Netherlands

    153,445       912,716               1,066,161  

Singapore

          347,429               347,429  

South Africa

          213,756               213,756  

Sweden

    272,496       387,184               659,680  

Switzerland

          1,699,193               1,699,193  

Taiwan

          396,689               396,689  

United Kingdom

    288,821       510,689               799,510  

United States

    1,399,042                     1,399,042  
Preferred Stocks           147,633               147,633  
Exchange-Traded Funds     95,124                     95,124  
Short-Term Investments     458,187                     458,187  
Total   $     5,215,976     $     14,140,461      $                 —      $     19,356,437  

 

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

 

Deutsche DWS Variable Series II —

DWS International Growth VIP

  |   9


Statement of Assets and Liabilities

 

as of December 31, 2020        
Assets        
Investments in non-affiliated securities, at value (cost $11,501,636)   $   18,898,250  
Investment in DWS Central Cash Management Government Fund (cost $458,187)     458,187  
Foreign currency, at value (cost $143,723)     146,071  
Receivable for investments sold     8,945  
Receivable for Fund shares sold     25  
Dividends receivable     4,513  
Interest receivable     270  
Foreign taxes recoverable     13,305  
Other assets     367  
Total assets     19,529,933  
Liabilities        
Payable for investments purchased     35,668  
Payable for Fund shares redeemed     13,517  
Accrued Management fee     910  
Accrued Trustees’ fees     1,074  
Other accrued expenses and payables     79,829  
Total liabilities     130,998  
Net assets, at value   $ 19,398,935  
Net Assets Consist of        
Distributable earnings (loss)     7,664,379  
Paid-in capital     11,734,556  
Net assets, at value   $ 19,398,935  
Net Asset Value        

Class A

 
Net Asset Value, offering and redemption price per share ($19,292,461 ÷ 1,093,246 outstanding
shares of beneficial interest, no par value, unlimited number of shares authorized)
  $ 17.65  

Class B

 
Net Asset Value, offering and redemption price per share ($106,474 ÷ 6,025 outstanding
shares of beneficial interest, no par value, unlimited number of shares authorized)
  $ 17.67  

Statement of Operations

 

for the year ended December 31, 2020

 

Investment Income        
Income:  
Dividends (net of foreign taxes withheld
of $28,050)
  $ 210,603  
Income distributions — DWS Central Cash Management Government Fund     1,241  
Securities lending income, net of borrower rebates     2,173  
Total income     214,017  
Expenses:  
Management fee     103,177  
Administration fee     16,230  
Services to Shareholders     814  
Distribution service fee (Class B)     246  
Custodian fee     12,888  
Professional fees     78,486  
Reports to shareholders     26,317  
Trustees’ fees and expenses     2,527  
Other     9,832  
Total expenses before expense reductions     250,517  
Expense reductions     (105,431
Total expenses after expense reductions     145,086  
Net investment income (loss)     68,931  
Realized and Unrealized Gain (Loss)        
Net realized gain (loss) from:  
Investments     266,348  
Foreign currency     (61
      266,287  
Change in net unrealized appreciation (depreciation) on:  
Investments     3,132,926  
Foreign currency     3,965  
      3,136,891  
Net gain (loss)     3,403,178  
Net increase (decrease) in net assets resulting from operations   $   3,472,109  
 

 

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

 

  10     |  

Deutsche DWS Variable Series II —

DWS International Growth VIP


Statements of Changes in Net Assets

 

    Years Ended December 31,  
Increase (Decrease) in Net Assets  

2020

   

2019

 
Operations:    
Net investment income (loss)   $ 68,931     $ 265,032  
Net realized gain (loss)     266,287       (38,995
Change in net unrealized appreciation (depreciation)     3,136,891       4,100,804  
Net increase (decrease) in net assets resulting from operations     3,472,109       4,326,841  
Distributions to shareholders:    

Class A

    (248,933     (445,123

Class B

    (1,082     (3,307
Total distributions     (250,015     (448,430
Fund share transactions:    

Class A

   
Proceeds from shares sold     1,646,537       1,652,668  
Reinvestment of distributions     248,933       445,123  
Payments for shares redeemed     (3,319,251     (2,520,782
Net increase (decrease) in net assets from Class A share transactions     (1,423,781     (422,991

Class B

   
Proceeds from shares sold     1,708       16,855  
Reinvestment of distributions     1,082       3,307  
Payments for shares redeemed     (73,265     (112,320
Net increase (decrease) in net assets from Class B share transactions     (70,475     (92,158
Increase (decrease) in net assets     1,727,838       3,363,262  
Net assets at beginning of period     17,671,097       14,307,835  
Net assets at end of period   $ 19,398,935     $ 17,671,097  
Other Information                

Class A

   
Shares outstanding at beginning of period     1,196,084       1,228,635  
Shares sold     111,439       122,990  
Shares issued to shareholders in reinvestment of distributions     20,388       33,594  
Shares redeemed     (234,665     (189,135
Net increase (decrease) in Class A shares     (102,838     (32,551
Shares outstanding at end of period     1,093,246       1,196,084  

Class B

   
Shares outstanding at beginning of period     10,737       19,045  
Shares sold     134       1,204  
Shares issued to shareholders in reinvestment of distributions     88       249  
Shares redeemed     (4,934     (9,761
Net increase (decrease) in Class B shares     (4,712     (8,308
Shares outstanding at end of period     6,025       10,737  

 

 

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

 

Deutsche DWS Variable Series II —

DWS International Growth VIP

  |   11


Financial Highlights

 

DWS International Growth VIP — Class A                                        
    Years Ended December 31,  
     2020     2019     2018     2017     2016  
Selected Per Share Data                                        
Net asset value, beginning of period   $ 14.64     $ 11.47       $13.90     $ 11.12     $ 10.81  
Income (loss) from investment operations:          

Net investment incomea

    .06       .22       .16       .08       .06  

Net realized and unrealized gain (loss)

    3.17       3.32       (2.46     2.75       .34  

Total from investment operations

    3.23       3.54       (2.30     2.83       .40  
Less distribution from:          

Net investment income

    (.22     (.17     (.13     (.05     (.09

Net realized gain

          (.20                  

Total distributions

    (.22     (.37     (.13     (.05     (.09
Net asset value, end of period   $ 17.65     $ 14.64       $11.47     $ 13.90     $ 11.12  
Total Return (%)b     22.69       31.22       (16.69     25.47       3.72  
Ratios to Average Net Assets and Supplemental Data

 

       
Net assets, end of period ($ millions)     19       18       14       19       27  
Ratio of expenses before expense reductions (%)c     1.50       1.64       1.72       1.56       1.66  
Ratio of expenses after expense reductions (%)c     .87       .86       .81       .92       .95  
Ratio of net investment income (%)     .42       1.63       1.21       .61       .51  
Portfolio turnover rate (%)     10       16       38       62       70  

 

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.

 

DWS International Growth VIP — Class B                                        
   

Years Ended December 31,

 
    

2020

    2019     2018     2017     2016  
Selected Per Share Data                                        
Net asset value, beginning of period   $ 14.66     $ 11.49       $13.93     $ 11.13     $ 10.82  
Income (loss) from investment operations:          

Net investment incomea

    .01       .18       .12       .02       .02  

Net realized and unrealized gain (loss)

    3.18       3.33       (2.46     2.79       .35  

Total from investment operations

    3.19       3.51       (2.34     2.81       .37  
Less distribution from:          

Net investment income

    (.18     (.14     (.10     (.01     (.06

Net realized gain

          (.20                  

Total distributions

    (.18     (.34     (.10     (.01     (.06
Net asset value, end of period   $ 17.67     $ 14.66       $11.49     $ 13.93     $ 11.13  
Total Return (%)b     22.29       30.84       (16.92     25.26       3.38  
Ratios to Average Net Assets and Supplemental Data

 

Net assets, end of period ($ millions)     .1       .2       .2       .2       .07  
Ratio of expenses before expense reductions (%)c     1.81       1.95       2.07       1.90       1.98  
Ratio of expenses after expense reductions (%)c     1.18       1.16       1.06       1.15       1.24  
Ratio of net investment income (%)     .07       1.31       .92       .12       .17  
Portfolio turnover rate (%)     10       16       38       62       70  

 

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.

 

  12     |  

Deutsche DWS Variable Series II —

DWS International Growth VIP


Notes to Financial Statements  

A. Organization and Significant Accounting Policies

DWS International Growth VIP (the “Fund”) is a diversified series of Deutsche DWS 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 of up to 0.15% and Rule 12b-1 fees under the 1940 Act equal to an annual rate of up to 0.25% of the average daily net assets for Class B shares of the Fund. Class A shares are not subject to such fees.

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

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

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

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

Equity securities 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.

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.

 

Deutsche DWS Variable Series II —

DWS International Growth VIP

  |   13


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 and/or U.S. Treasury Securities 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, 2020, the Fund invested the cash collateral into a joint trading account in DWS Government & Agency Securities Portfolio, an affiliated money market fund managed by DWS Investment Management Americas, Inc. DWS Investment Management Americas, Inc. receives a management/administration fee (0.06% annualized effective rate as of December 31, 2020) 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, 2020, 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.

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, 2020 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

 

  14     |  

Deutsche DWS Variable Series II —

DWS International Growth VIP


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, 2020, the Fund’s components of distributable earnings on a tax basis were as follows:

 

Undistributed ordinary income*   $ 66,127  

Undistributed long-term capital gains

  $ 227,261  
Net unrealized appreciation (depreciation) on investments   $ 7,367,492  

At December 31, 2020, the aggregate cost of investments for federal income tax purposes was $11,988,945. The net unrealized appreciation for all investments based on tax cost was $7,367,492. This consisted of aggregate gross unrealized appreciation for all investments for which there was an excess of value over tax cost of $7,940,739 and aggregate gross unrealized depreciation for all investments for which there was an excess of tax cost over value of $573,247.

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

 

    Years Ended December 31,  
     2020     2019  
Distributions from ordinary income*   $ 250,015     $ 213,752  
Distributions from long-term capital gains   $ —       $ 234,678  

 

*

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, 2020, purchases and sales of investment transactions (excluding short-term investments) aggregated $1,609,431 and $3,472,105, respectively.

C. Related Parties

Management Agreement. Under the Investment Management Agreement with DWS 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 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, 2020 through April 30, 2021(through September 30, 2020 for Class B shares), 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     .87
Class B     1.19

 

Deutsche DWS Variable Series II —

DWS International Growth VIP

  |   15


Effective October 1, 2020 through September 30, 2021, 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 as 1.17%

For the year ended December 31, 2020, fees waived and/or expenses reimbursed for each class are as follows:

 

Class A   $ 104,808  
Class B     623  
    $ 105,431  

Administration Fee. Pursuant to an Administrative Services Agreement, DIMA provides most administrative services to the Fund. Prior to March 1, 2020, for all services provided under the Administrative Services Agreement, the Fund paid the Advisor an annual fee (“Administration Fee”) of 0.10% of the Fund’s average daily net assets, computed and accrued daily and payable monthly. Effective March 1, 2020, for all services provided under the Administrative Services Agreement, the Fund pays the Advisor an annual Administration Fee of 0.097% of the Fund’s average daily net assets, computed and accrued daily and payable monthly. For the year ended December 31, 2020, the Administration Fee was $16,230, of which $1,559 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, 2020, the amounts charged to the Fund by DSC were as follows:

 

Services to Shareholders   Total
Aggregated
    Unpaid at
December 31, 2020
 
Class A   $ 246     $ 46  
Class B     58       11  
    $ 304     $ 57  

Distribution Service Agreement. Under the Fund’s Class B 12b-1 plan, DWS Distributors, Inc. (“DDI”) received a fee (“Distribution Service Fee”) of up to 0.25% of the average daily net assets of Class B shares. For the year ended December 31, 2020, the Distribution Service Fee aggregated $246, of which $22 is unpaid.

Other 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, 2020, the amount charged to the Fund by DIMA included in the Statement of Operations under “Reports to shareholders” aggregated $9,487, of which $3,568 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.

D. Ownership of the Fund

At December 31, 2020, one participating insurance company was owner of record of 10% or more of the total outstanding Class A shares of the Fund, owning 85%. Two participating insurance companies were owners of record of 10% or more of the total outstanding Class B shares of the Fund, owning 85% and 15%.

 

  16     |  

Deutsche DWS Variable Series II —

DWS International Growth VIP


E. Line of Credit

The Fund and other affiliated funds (the “Participants”) share in a $350 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, 2020.

F. Other — COVID-19 Pandemic

A novel coronavirus known as COVID-19, declared a pandemic by the World Health Organization, has caused significant uncertainty, market volatility, decreased economic and other activity and increased government activity. Specifically, COVID-19 has led to significant death and morbidity, and concerns about its further spread have resulted in the closing of schools and non-essential businesses, cancellations, shelter-in place orders, lower consumer spending in certain sectors, social distancing, bans on large social gatherings and travel, quarantines, government economic stimulus measures, reduced productivity, rapid increases in unemployment, increased demand for and strain on government and medical resources, border closings and global trade and supply chain interruptions, among others. The full effects, duration and costs of the COVID-19 pandemic are impossible to predict, and the circumstances surrounding the COVID-19 pandemic will continue to evolve. The pandemic may affect certain countries, industries, economic sectors, companies and investment products more than others, may exacerbate existing economic, political, or social tensions and may increase the probability of an economic recession or depression. The Fund and its investments may be adversely affected by the effects of the COVID-19 pandemic, and a prolonged pandemic may result in the Fund and its service providers experiencing operational difficulties in coordinating a remote workforce and implementing their business continuity plans, among others. Management will continue to monitor the impact COVID-19 has on the Fund and reflect the consequences as appropriate in the Fund’s accounting and financial reporting.

 

Deutsche DWS Variable Series II —

DWS International Growth VIP

  |   17


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 (the “Fund”) (one of the funds constituting Deutsche DWS Variable Series II) (the “Trust”), including the investment portfolio, as of December 31, 2020, 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, 2020, 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, 2020, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others 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 12, 2021

 

 

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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, 2020 to December 31, 2020).

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, 2020         
Actual Fund Return     Class A       Class B  
Beginning Account Value 7/1/20   $ 1,000.00     $ 1,000.00  
Ending Account Value 12/31/20   $ 1,236.90     $ 1,233.90  
Expenses Paid per $1,000*   $ 4.89     $ 6.68  
Hypothetical 5% Fund Return                
Beginning Account Value 7/1/20   $ 1,000.00     $ 1,000.00  
Ending Account Value 12/31/20   $ 1,020.76     $ 1,019.15  
Expenses Paid per $1,000*   $ 4.42     $ 6.04  

 

*

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 366.

 

Annualized Expense Ratios   Class A     Class B  
Deutsche DWS Variable Series II — DWS International Growth VIP     .87     1.19

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

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

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

 

Deutsche DWS Variable Series II —

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  |   19


Tax Information   (Unaudited)

Pursuant to Section 852 of the Internal Revenue Code, the Fund designates $250,000 as capital gain

dividends for its year ended December 31, 2020.

For corporate shareholders, 3% of the ordinary dividends (i.e., income dividends plus short-term capital gains) paid during the Fund’s fiscal year ended December 31, 2020, qualified for the dividends received deduction.

The Fund paid foreign taxes of $22,737 and earned $80,616 of foreign source income during the year ended December 31, 2020. Pursuant to Section 853 of the Internal Revenue Code, the Fund designates $0.02 per share as foreign taxes paid and $0.07 per share as income earned from foreign sources for the year ended December 31, 2020.

Please consult a tax advisor if you have questions about federal or state income tax laws, or on how toprepare 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 2020.

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 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”).

 

 

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 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.

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 also considered the risks to DIMA in sponsoring or managing the Fund, including financial, operational and reputational risks, the potential economic impact to DIMA from such risks and DIMA’s approach to addressing such risks. 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 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, 2019, the Fund’s performance (Class A shares) was in the 1st quartile, 4th quartile and 3rd quartile, respectively, of the applicable Morningstar universe (the 1st quartile being the

 

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  |   21


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, 2019.

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, 2019). The Board noted that, effective March 1, 2020, the fee paid to DIMA under the Fund’s administrative services agreement was reduced to 0.097%. 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, 2019, 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 other operational 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 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.

The Board also considered that on September 24, 2020, the SEC granted a temporary order permitting DIMA and its affiliates to continue providing investment advisory and underwriting services to the DWS Funds notwithstanding a consent order entered into by Deutsche Bank AG on June 17, 2020 (the “Consent Order”). The Board noted that the temporary order was granted effective as of the date of the Consent Order. The Board also noted various representations by DIMA to the Board relating to the Consent Order, including that the conduct giving rise to the Consent Order (unintentional conduct that resulted from a system outage that prevented Deutsche Bank AG from reporting data in accordance with applicable CFTC requirements for five days in April 2016) did not involve any DWS Fund or services DIMA and its affiliates provide to the DWS Funds, that DIMA and its personnel had no involvement in the alleged conduct giving rise to the Consent Order, and that the DWS Funds would not bear any financial impact or costs relating to the Consent Order.

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

 

Deutsche DWS Variable Series II —

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  |   23


Board Members and Officers

The following table presents certain information regarding the Board Members and Officers of the Trust/Corporation. 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 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 Trust/Corporation. 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. The number of funds in the DWS fund complex shown in the table below includes all registered open- and closed-end funds (including all of their portfolios) advised by the Advisor and any registered funds that have an investment advisor that is an affiliated person of the Advisor.

 

Independent Board Members       
Name, Year of Birth,
Position with the Trust/
Corporation 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); former Chairman, National Association of Small Business Investment Companies; former Directorships: ICI Mutual Insurance Company; BoxTop Media Inc. (advertising); Sun Capital Advisers Trust (mutual funds) (2011–2012)     73    

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 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.; Oak Brook Bank; and Prisma Energy International. Not-for-Profit Director/Trustee: Palm Beach Civic Association; Window to the World Communications (public media); Life Director of Harris Theater for Music and Dance (Chicago); Life Director of Hubbard Street Dance Chicago; former Not-for-Profit Directorships: Public Radio International     73     Portland
General
Electric2
(utility
company)
(2003–
present)

Dawn-Marie Driscoll (1946)

 

Board Member since 1987

  Emeritus Executive Fellow, Center for Business Ethics, Bentley University; formerly: 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)     73    

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)     73     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     73    

 

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Name, Year of Birth,
Position with the Trust/
Corporation 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

Rebecca W. Rimel (1951)

 

Board Member since 1995

  Senior Advisor, The Pew Charitable Trusts (charitable organization) (since July 2020); 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); President, Chief Executive Officer and Director, The Pew Charitable Trusts (charitable organization) (1994–2020)     73     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)     73    

 

Officers4    
Name, Year of Birth,
Position with the Trust/
Corporation and
Length of Time Served5
  Business Experience and Directorships During the Past Five Years

Hepsen Uzcan6 (1974)

 

President and Chief Executive Officer, 2017–present

  Managing Director3, DWS; Secretary, DWS USA Corporation (2018–present); Assistant Secretary, DWS Distributors, Inc. (2018–present); Director and Vice President, DWS Service Company (2018–present); Assistant Secretary, DWS Investment Management Americas, Inc. (2018–present); Director and President, DB Investment Managers, Inc. (2018–present); President and Chief Executive Officer, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2017–present); formerly: Vice President for the Deutsche funds (2016–2017); Assistant Secretary for the DWS funds (2013–2019); Assistant Secretary, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2013–2020); Directorships: Interested Director, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (since June 25, 2020); ICI Mutual Insurance Company (since October 16, 2020); and Episcopalian Charities of New York (2018–present)

John Millette7 (1962)

 

Vice President and Secretary, 1999–present

  Director,3 DWS; Chief Legal Officer, DWS Investment Management Americas, Inc. (2015–present); Director and Vice President, DWS Trust Company (2016–present); Secretary, DBX ETF Trust (2020–present); Secretary, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2011–present); formerly: Secretary, Deutsche Investment Management Americas Inc. (2015–2017); Assistant Secretary, DBX ETF Trust (2019–2020); Assistant Secretary (July 14, 2006–December 31, 2010) and Secretary (January 31, 2006–July 13, 2006), The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc.

Ciara Crawford8 (1984)

 

Assistant Secretary, (2019–present)

  Associate, DWS (since 2015); previously, Legal Assistant at Accelerated Tax Solutions.

Diane Kenneally7 (1966)

 

Chief Financial Officer and Treasurer, 2018–present

  Director,3 DWS; Treasurer, Chief Financial Officer and Controller, DBX ETF Trust (2019–present); Treasurer and Chief Financial Officer, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2018–present); formerly: Assistant Treasurer for the DWS funds (2007–2018)

Paul Antosca7 (1957)

 

Assistant Treasurer, 2007–present

  Director,3 DWS; and Assistant Treasurer, DBX ETF Trust (2019–present)

Sheila Cadogan7 (1966)

 

Assistant Treasurer, 2017–present

  Director,3 DWS; Director and Vice President, DWS Trust Company (2018–present); Assistant Treasurer, DBX ETF Trust (2019–present); Assistant Treasurer, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2018–present)

Scott D. Hogan7 (1970)

 

Chief Compliance Officer, 2016–present

  Director,3 DWS; Chief Compliance Officer, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2016–present)

Caroline Pearson7 (1962)

 

Chief Legal Officer, 2010–present

  Managing Director3, DWS; Assistant Secretary, DBX ETF Trust (2020–present); Chief Legal Officer, DBX Advisors LLC and DBX Strategic Advisors LLC (2020–present); Chief Legal Officer, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2012–present); formerly: Secretary, Deutsche AM Distributors, Inc. (2002–2017); and Secretary, Deutsche AM Service Company (2010–2017)

 

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  |   25


Name, Year of Birth,
Position with the Trust/
Corporation and
Length of Time Served5
  Business Experience and Directorships During the Past Five Years

Michelle Goveia-Pine6 (1970)

 

Interim Anti-Money Laundering Compliance Officer,

since July 10, 2020

  Director,3 DWS; Interim AML Officer, DWS Trust Company (since July 28, 2020); Interim AML Officer, DBX ETF Trust (since July 9, 2020); Interim AML Officer, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (since July 24, 2020)

 

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: 875 Third Avenue, New York, NY 10022.

 

7 

Address: 100 Summer Street, Boston, MA 02110.

 

8 

Address: 5022 Gate Parkway, Suite 400, Jacksonville, FL 32256.

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


LOGO  

  VS2IG-2 (R-025830-11 2/21)

 


December 31, 2020

Annual Report

Deutsche DWS Variable Series II

 

 

DWS Small Mid Cap Growth VIP

 

 

 

LOGO


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 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. Investing in foreign securities presents certain risks, such as currency fluctuations, political and economic changes, and market risks. The Fund may lend securities to approved institutions. Please read the prospectus for details.

War, terrorism, economic uncertainty, trade disputes, public health crises (including the recent pandemic spread of the novel coronavirus) and related geopolitical events could lead to increased market volatility, disruption to U.S. and world economies and markets and may have significant adverse effects on the Fund and its investments.

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


Performance Summary   December 31, 2020 (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, 2020 is 0.82% 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

 

 

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    $13,018    $13,770    $18,342    $30,145
    Average annual total return    30.18%    11.25%    12.90%    11.67%
Russell 2500 Growth Index   Growth of $10,000    $14,047    $17,242    $23,547    $40,450
    Average annual total return    40.47%    19.91%    18.68%    15.00%

The growth of $10,000 is cumulative.

 

Deutsche DWS Variable Series II —

DWS Small Mid Cap Growth VIP

  |   3


Management Summary   December 31, 2020 (Unaudited)

For the 12-month period ended December 31, 2020, the Fund returned 30.18% (Class A shares, unadjusted for contract charges), compared with the 40.47% return of the Russell 2500 Growth Index.

Following a benign start to 2020, equities moved sharply lower in mid-February amid mounting concerns regarding the potential impact of the COVID-19 outbreak on the global economy. The market downturn proved relatively short in duration, however, as central banks slashed interest rates and announced a number of measures to promote growth and liquidity. Governments worldwide augmented the monetary stimulus with fiscal spending packages. Taken together, these actions helped to foster investor confidence that government support would help to keep the economy afloat until the pandemic dissipates, sparking a market rally that lasted from late March until the end of August. Although the market’s advance paused in the fall due to a second wave of coronavirus cases and uncertainty surrounding the U.S. election, the rally resumed in late 2020 following the approval of two vaccines. Small- and mid-cap stocks performed particularly well during this time, as investors began to look for opportunities outside the U.S. mega-cap technology segment.

The portfolio’s underperformance during the 12-month period was primarily concentrated within the information technology and health care sectors. Within information technology, the portfolio’s positioning in the software and IT services industries did not keep pace with the benchmark, as companies positioned to benefit from work-from-home spending saw their shares soar during this period. In terms of individual securities, the portfolio’s holdings in the cloud contact software firm Five9, Inc., recreational vehicle (RV) company Camping World Holdings, Inc. and health care services firm ModivCare Inc.* (formerly Providence Service Corp.) contributed to performance during the period. Five9, which enables businesses to better utilize, analyze and adapt their workforce in the cloud, enjoyed favorable financial results. Camping World experienced a significant increase in sales over the period, as RVs were viewed by many as the safest means for travel/vacation during the pandemic. ModivCare, the largest provider of non-emergency medical transportation services in the United States, has been able to deliver consistent revenue in line with strong Medicaid enrollment growth. Conversely, holdings in industrial process heating solutions company Thermon Group Holdings, Inc., private security firm The Brink’s Co. and health care staffing company AMN Healthcare Services, Inc. detracted from performance. In the case of Thermon Group, the company was negatively impacted by reduced energy demand, trimmed-down capital spending plans and delayed project completions. Shares of Brink’s suffered as the company announced the poorly timed acquisition of British security firm G4S plc* in late February, taking on additional leverage just as many of Brink’s “non-essential business” retail clients were shutting down due to quarantine orders. Lastly, AMN Healthcare saw strong demand for nurses but also was temporarily pressured by elevated costs during the period.

Going forward, we believe that the investment backdrop remains favorable for small- and mid-cap stocks, as growth appears set to improve in 2021, which would create supportive conditions for these companies. Inflationary pressures also appear to be mounting, which could represent a tailwind given that rising inflation has been correlated with outperformance for small caps over time. In this environment, we believe that the investment universe provides highly fertile territory for bottom-up investors to identify growing, undervalued and undiscovered companies.

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.

 

  4     |  

Deutsche DWS Variable Series II —

DWS Small Mid Cap Growth VIP


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.

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

 

*

Not held at December 31, 2020.

 

Deutsche DWS Variable Series II —

DWS Small Mid Cap Growth VIP

  |   5


Portfolio Summary   (Unaudited)

 

Asset Allocation (As a % of Investment Portfolio excluding Securities Lending Collateral)    12/31/20      12/31/19  
Common Stocks      97%        98%  
Cash Equivalents      2%        1%  
Exchange-Traded Funds      1%         
Convertible Preferred Stock             1%  
       100%        100%  
Sector Diversification
(As a % of Investment Portfolio excluding Cash Equivalents, Exchange-Traded Funds and Securities Lending
Collateral)
   12/31/20      12/31/19  

Information Technology

     29%        24%  

Health Care

     29%        24%  

Industrials

     14%        20%  

Consumer Discretionary

     13%        15%  

Financials

     5%        6%  

Materials

     4%        3%  

Real Estate

     3%        4%  

Consumer Staples

     2%        2%  

Communication Services

     1%        1%  

Energy

     0%        1%  
       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 posted on dws.com, and is available free of charge by contacting your financial intermediary, or if you are a direct investor, by calling (800) 728-3337. In addition, the portfolio holdings listing is filed with the SEC on the Fund’s Form N-PORT and will be available on the SEC’s Web site at sec.gov. Additional portfolio holdings for the Fund are also posted on dws.com from time to time. Please see the Fund’s current prospectus for more information.

 

  6     |  

Deutsche DWS Variable Series II —

DWS Small Mid Cap Growth VIP


Investment Portfolio   as of December 31, 2020

 

    Shares     Value ($)  
Common Stocks 97.4%

 

Communication Services 0.9%

 

Diversified Telecommunication Services 0.3%

 

Bandwidth, Inc. “A”*

    1,484       228,046  

Entertainment 0.6%

 

Take-Two Interactive Software, Inc.*

    2,174       451,736  
Consumer Discretionary 13.1%

 

Auto Components 0.9%

 

Gentherm, Inc.*

    7,364       480,280  

Tenneco, Inc. “A”*

    18,953       200,902  
   

 

 

 
    681,182  

Diversified Consumer Services 1.8%

 

Bright Horizons Family Solutions, Inc.*

    5,598       968,398  

Terminix Global Holdings, Inc.*

    6,718       342,685  
   

 

 

 
    1,311,083  

Hotels, Restaurants & Leisure 1.8%

 

Hilton Grand Vacations, Inc.*

    12,491       391,593  

Jack in the Box, Inc.

    7,892       732,377  

Penn National Gaming, Inc.*

    2,400       207,288  
   

 

 

 
    1,331,258  

Household Durables 4.0%

 

Helen of Troy Ltd.*

    3,647       810,327  

iRobot Corp.* (a)

    6,773       543,804  

LGI Homes, Inc.*

    2,689       284,631  

TopBuild Corp.*

    6,707       1,234,624  
   

 

 

 
    2,873,386  

Internet & Direct Marketing Retail 0.4%

 

Grubhub, Inc.*

    3,663       272,051  

Leisure Products 1.5%

 

YETI Holdings, Inc.*

    16,312       1,116,883  

Specialty Retail 2.7%

 

Burlington Stores, Inc.*

    3,382       884,562  

Camping World Holdings, Inc. “A” (a)

    24,907       648,828  

Leslie’s, Inc.*

    2,799       77,672  

The Children’s Place, Inc.

    6,488       325,049  

Vroom, Inc.*

    999       40,929  
   

 

 

 
    1,977,040  
Consumer Staples 1.8%

 

Food & Staples Retailing 1.1%

 

Casey’s General Stores, Inc.

    4,371       780,748  

Household Products 0.7%

 

Spectrum Brands Holdings, Inc.

    6,982       551,438  
Energy 0.1%

 

Oil, Gas & Consumable Fuels

 

Contango Oil & Gas Co.* (a)

    39,242       89,864  
Financials 4.6%

 

Banks 2.4%

 

Pinnacle Financial Partners, Inc.

    7,304       470,378  

South State Corp.

    4,704       340,099  

SVB Financial Group*

    1,234       478,582  

Synovus Financial Corp.

    13,385       433,273  
   

 

 

 
    1,722,332  
    Shares     Value ($)  

Capital Markets 1.4%

 

Lazard Ltd. “A”

    13,717       580,229  

Moelis & Co. “A”

    9,136       427,199  
   

 

 

 
    1,007,428  

Consumer Finance 0.5%

 

Green Dot Corp. “A”*

    6,162       343,840  

Diversified Financial Services 0.3%

 

Social Capital Hedosophia Holdings Corp. III “A”* (a)

    15,307       256,698  
Health Care 28.5%

 

Biotechnology 13.5%

 

Acceleron Pharma, Inc.*

    3,899       498,838  

Amicus Therapeutics, Inc.*

    17,294       399,318  

Apellis Pharmaceuticals, Inc.*

    9,281       530,873  

Arena Pharmaceuticals, Inc.*

    7,158       549,949  

Biohaven Pharmaceutical Holding Co., Ltd.*

    7,887       675,995  

Blueprint Medicines Corp.*

    4,684       525,311  

ChemoCentryx, Inc.*

    5,580       345,514  

Deciphera Pharmaceuticals, Inc.*

    4,133       235,870  

Emergent BioSolutions, Inc.*

    10,674       956,390  

Global Blood Therapeutics, Inc.*

    4,524       195,934  

Heron Therapeutics, Inc.*

    22,719       480,848  

Insmed, Inc.*

    4,677       155,697  

Invitae Corp.*

    5,038       210,639  

Iovance Biotherapeutics, Inc.*

    5,250       243,600  

Ligand Pharmaceuticals, Inc.* (a)

    3,112       309,488  

Mirati Therapeutics, Inc.*

    2,178       478,376  

Natera, Inc.*

    4,935       491,131  

Neurocrine Biosciences, Inc.*

    10,195       977,191  

TG Therapeutics, Inc.*

    1,400       72,828  

Translate Bio, Inc.*

    7,829       144,289  

Travere Therapeutics, Inc.*

    23,478       639,893  

Turning Point Therapeutics, Inc.*

    2,679       326,436  

Ultragenyx Pharmaceutical, Inc.*

    3,057       423,181  
   

 

 

 
    9,867,589  

Health Care Equipment & Supplies 5.3%

 

Cardiovascular Systems, Inc.*

    6,014       263,173  

Globus Medical, Inc. “A”*

    4,024       262,445  

Haemonetics Corp.*

    1,353       160,669  

iRhythm Technologies, Inc.*

    3,258       772,830  

Masimo Corp.*

    4,040       1,084,255  

Natus Medical, Inc.*

    9,520       190,781  

Nevro Corp.*

    2,328       402,977  

Outset Medical, Inc.*

    736       41,834  

Quidel Corp.*

    1,635       293,728  

Tandem Diabetes Care, Inc.*

    4,219       403,674  
   

 

 

 
    3,876,366  

Health Care Providers & Services 7.4%

 

AMN Healthcare Services, Inc.*

    15,169       1,035,284  

HealthEquity, Inc.*

    1,929       134,471  

Molina Healthcare, Inc.*

    4,458       948,127  

Option Care Health, Inc.*

    27,764       434,229  

Providence Service Corp.*

    12,193       1,690,315  

RadNet, Inc.*

    55,477       1,085,685  

Tivity Health, Inc.*

    4,464       87,450  
   

 

 

 
    5,415,561  
 

 

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

 

Deutsche DWS Variable Series II —

DWS Small Mid Cap Growth VIP

  |   7


    Shares     Value ($)  

Health Care Technology 0.6%

 

HMS Holdings Corp.*

    10,589       389,146  

Life Sciences Tools & Services 0.2%

 

Avantor, Inc.*

    4,849       136,499  

Pharmaceuticals 1.5%

 

ANI Pharmaceuticals, Inc.*

    8,521       247,450  

Avadel Pharmaceuticals PLC (ADR)* (a)

    18,916       126,359  

Pacira BioSciences, Inc.* (a)

    11,807       706,531  
   

 

 

 
    1,080,340  
Industrials 13.2%

 

Aerospace & Defense 0.9%

 

HEICO Corp.

    5,006       662,795  

Building Products 3.7%

 

Advanced Drainage Systems, Inc.

    3,825       319,693  

Allegion PLC

    7,499       872,734  

AZEK Co., Inc.*

    2,261       86,935  

Builders FirstSource, Inc.* (a)

    18,923       772,248  

Masonite International Corp.*

    6,705       659,370  
   

 

 

 
    2,710,980  

Commercial Services & Supplies 1.9%

 

MSA Safety, Inc.

    3,375       504,191  

The Brink’s Co.

    12,428       894,816  
   

 

 

 
    1,399,007  

Construction & Engineering 0.6%

 

MasTec, Inc.* (a)

    6,416       437,443  

Electrical Equipment 1.5%

 

Generac Holdings, Inc.*

    1,478       336,112  

Plug Power, Inc.*

    11,183       379,216  

Thermon Group Holdings, Inc.*

    26,199       409,490  
   

 

 

 
    1,124,818  

Machinery 0.7%

 

IDEX Corp.

    2,502       498,398  

Professional Services 1.2%

 

Kforce, Inc.

    21,425       901,778  

Trading Companies & Distributors 2.7%

 

H&E Equipment Services, Inc.

    16,406       489,063  

Rush Enterprises, Inc. “A”

    25,190       1,043,370  

Titan Machinery, Inc.*

    20,663       403,961  
   

 

 

 
    1,936,394  
Information Technology 28.6%

 

Communications Equipment 1.4%

 

Calix, Inc.*

    8,844       263,197  

Lumentum Holdings, Inc.*

    8,417       797,932  
   

 

 

 
    1,061,129  

Electronic Equipment, Instruments & Components 1.4%

 

Cognex Corp.

    7,873       632,084  

IPG Photonics Corp.*

    1,883       421,396  
   

 

 

 
    1,053,480  

IT Services 3.7%

 

Broadridge Financial Solutions, Inc.

    6,371       976,037  

MAXIMUS, Inc.

    8,556       626,214  

WEX, Inc.*

    2,932       596,750  

WNS Holdings Ltd. (ADR)*

    6,641       478,484  
   

 

 

 
    2,677,485  
    Shares     Value ($)  

Semiconductors & Semiconductor Equipment 5.2%

 

Advanced Energy Industries, Inc.*

    12,629       1,224,634  

Advanced Micro Devices, Inc.*

    10,476       960,754  

CMC Materials, Inc.

    3,131       473,720  

Entegris, Inc.

    8,229       790,807  

Semtech Corp.*

    4,743       341,923  
   

 

 

 
    3,791,838  

Software 16.9%

 

Aspen Technology, Inc.*

    9,339       1,216,405  

Cornerstone OnDemand, Inc.*

    11,656       513,330  

DocuSign, Inc.*

    2,091       464,829  

Envestnet, Inc.*

    9,852       810,721  

Five9, Inc.*

    15,581       2,717,326  

LivePerson, Inc.*

    7,263       451,977  

Proofpoint, Inc.*

    7,005       955,552  

QAD, Inc. “A”

    14,773       933,358  

Tyler Technologies, Inc.*

    4,558       1,989,658  

Varonis Systems, Inc.*

    13,732       2,246,693  
   

 

 

 
    12,299,849  
Materials 3.7%

 

Construction Materials 1.3%

 

Eagle Materials, Inc.

    9,476       960,393  

Containers & Packaging 0.6%

 

Berry Global Group, Inc.*

    7,728       434,236  

Metals & Mining 1.8%

 

Cleveland-Cliffs, Inc. (a)

    67,277       979,553  

First Quantum Minerals Ltd.

    17,207       308,885  
   

 

 

 
    1,288,438  
Real Estate 2.9%

 

Real Estate Investment Trusts (REITs)

 

Americold Realty Trust

    10,299       384,462  

EastGroup Properties, Inc.

    2,708       373,866  

Essential Properties Realty Trust, Inc.

    21,678       459,574  

Four Corners Property Trust, Inc.

    13,954       415,411  

QTS Realty Trust, Inc. “A” (a)

    7,598       470,164  
   

 

 

 
              2,103,477  
Total Common Stocks (Cost $37,590,615)

 

    71,102,452  
Exchange-Traded Funds 0.5%

 

SPDR S&P Biotech ETF (a)
(Cost $247,240)

    2,719       382,782  
Securities Lending Collateral 7.5%

 

DWS Government & Agency Securities Portfolio “DWS Government Cash Institutional Shares”, 0.03% (b) (c)
(Cost $5,457,727)

    5,457,727       5,457,727  
Cash Equivalents 2.4%    

DWS Central Cash Management Government Fund, 0.08% (b) (Cost $1,738,142)

    1,738,142       1,738,142  
 

 

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

 

  8     |  

Deutsche DWS Variable Series II —

DWS Small Mid Cap Growth VIP


    % of Net
Assets
    Value ($)  

Total Investment Portfolio
(Cost $45,033,724)

    107.8       78,681,103  
Other Assets and Liabilities, Net     (7.8     (5,711,938
Net Assets     100.0       72,969,165  

A summary of the Fund’s transactions with affiliated investments during the year ended December 31, 2020 are as follows:

 

Value ($) at
12/31/2019
  Purchases
Cost ($)
    Sales
Proceeds ($)
    Net
Realized
Gain/
(Loss) ($)
    Net Change in
Unrealized
Appreciation
(Depreciation) ($)
    Income ($)     Capital Gain
Distributions ($)
    Number
of Shares
at
12/31/2020
    Value ($)
at
12/31/2020
 

Securities Lending Collateral 7.5%

 

       

DWS Government & Agency Securities Portfolio “DWS Government Cash Institutional Shares”, 0.03% (b) (c)

 

2,086,238     3,371,489  (d)                        27,589             5,457,727       5,457,727  

Cash Equivalents 2.4%

 

       

DWS Central Cash Management Government Fund, 0.08% (b)

 

955,515     8,932,767       8,150,140                   4,936             1,738,142       1,738,142  
3,041,753     12,304,256       8,150,140                   32,525             7,195,869       7,195,869  

 

*

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, 2020 amounted to $5,243,423, which is 7.2% of net assets.

 

(b)

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

 

(c)

Represents cash collateral held in connection with securities lending. Income earned by the Fund is net of borrower rebates.

 

(d)

Represents the net increase (purchase cost) or decrease (sales proceeds) in the amount invested in cash collateral for the year ended December 31, 2020.

ADR: American Depositary Receipt

S&P: Standard & Poor’s

SPDR: Standard & Poor’s 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, 2020 in valuing the Fund’s investments. For information on the Fund’s policy regarding the valuation of investments, please refer to the Security Valuation section of Note A in the accompanying Notes to Financial Statements.

 

Assets   Level 1     Level 2     Level 3      Total  
Common Stocks (e)   $ 71,102,452     $     $      $ 71,102,452  
Exchange-Traded Funds     382,782                    382,782  
Short-Term Investments (e)     7,195,869                    7,195,869  
Total   $     78,681,103     $                 —     $             —      $     78,681,103  

 

(e)

See Investment Portfolio for additional detailed categorizations.

 

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

 

Deutsche DWS Variable Series II —

DWS Small Mid Cap Growth VIP

  |   9


Statement of Assets and Liabilities

 

as of December 31, 2020        
Assets        
Investments in non-affiliated securities, at value (cost $37,837,855) — including $5,243,423 of securities loaned   $ 71,485,234  
Investment in DWS Government & Agency Securities Portfolio (cost $5,457,727)*     5,457,727  
Investment in DWS Central Cash Management Government Fund (cost $1,738,142)     1,738,142  
Foreign currency, at value (cost $107)     115  
Dividends receivable     28,028  
Interest receivable     1,599  
Other assets     1,208  
Total assets     78,712,053  
Liabilities        
Payable upon return of securities loaned     5,457,727  
Payable for investments purchased     72,971  
Payable for Fund shares redeemed     105,670  
Accrued management fee     35,858  
Accrued Trustees’ fees     1,018  
Other accrued expenses and payables     69,644  
Total liabilities     5,742,888  
Net assets, at value   $ 72,969,165  
Net Assets Consist of        
Distributable earnings (loss)     37,257,815  
Paid-in capital     35,711,350  
Net assets, at value   $ 72,969,165  
Net Asset Value        
Net Asset Value, offering and redemption price per share ($72,969,165 ÷ 4,186,167 outstanding shares of beneficial interest, no par value, unlimited number of shares authorized)   $ 17.43  

 

*

Represents collateral on securities loaned.

Statement of Operations

 

for the year ended December 31, 2020

 

Investment Income        
Income:  
Dividends (net of foreign taxes withheld of $656)   $ 420,832  
Income distributions — DWS Central Cash Management Government Fund     4,936  
Securities lending income, net of borrower rebates     27,589  
Total income     453,357  
Expenses:  
Management fee     327,098  
Administration fee     58,007  
Services to Shareholders     818  
Custodian fee     2,008  
Professional fees     58,742  
Reports to shareholders     35,556  
Trustees’ fees and expenses     3,598  
Other     3,985  
Total expenses before expense reductions     489,812  
Expense reductions     (8,086
Total expenses after expense reductions     481,726  
Net investment income (loss)     (28,369
Realized and Unrealized Gain (Loss)        
Net realized gain (loss) from:  
Investments     3,757,625  
Foreign Currency     (1
      3,757,624  
Change in net unrealized appreciation (depreciation) on:  
Investments     12,517,956  
Foreign currency     8  
      12,517,964  
Net gain (loss)     16,275,588  
Net increase (decrease) in net assets resulting from operations   $ 16,247,219  
 

 

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

 

  10     |  

Deutsche DWS Variable Series II —

DWS Small Mid Cap Growth VIP


Statements of Changes in Net Assets

 

    Years Ended December 31,  
Increase (Decrease) in Net Assets  

2020

    2019  
Operations:    
Net investment income (loss)   $ (28,369   $ 71,165  
Net realized gain (loss)     3,757,624       1,092,162  
Change in net unrealized appreciation (depreciation)     12,517,964       12,312,200  
Net increase (decrease) in net assets resulting from operations     16,247,219       13,475,527  
Distributions to shareholders:    

Class A

    (959,731     (8,788,523
Fund share transactions:    

Class A

   
Proceeds from shares sold     3,372,258       2,374,360  
Reinvestment of distributions     959,731       8,788,523  
Payments for shares redeemed     (10,851,170     (16,023,146
Net increase (decrease) in net assets from Class A share transactions     (6,519,181     (4,860,263
Increase (decrease) in net assets     8,768,307       (173,259
Net assets at beginning of period     64,200,858       64,374,117  
Net assets at end of period   $ 72,969,165     $ 64,200,858  
Other Information                

Class A

   
Shares outstanding at beginning of period     4,698,629       5,077,014  
Shares sold     244,143       179,399  
Shares issued to shareholders in reinvestment of distributions     90,115       680,753  
Shares redeemed     (846,720     (1,238,537
Net increase (decrease) in Class A shares     (512,462     (378,385
Shares outstanding at end of period     4,186,167       4,698,629  

 

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

 

Deutsche DWS Variable Series II —

DWS Small Mid Cap Growth VIP

  |   11


Financial Highlights

 

DWS Small Mid Cap Growth VIP — Class A                                   
   

Years Ended December 31,

 
    

2020

    2019     2018     2017     2016  
Selected Per Share Data                                        
Net asset value, beginning of period     $13.66       $12.68       $21.94       $18.96       $20.90  
Income (loss) from investment operations:          

Net investment income (loss)a

    (.01     .01       (.01     (.02     .02  

Net realized and unrealized gain (loss)

    4.00       2.73       (1.92     4.08       1.64  

Total from investment operations

    3.99       2.74       (1.93     4.06       1.66  
Less distributions from:          

Net investment income

    (.01                 (.02      

Net realized gains

    (.21     (1.76     (7.33     (1.06     (3.60

Total distributions

    (.22     (1.76     (7.33     (1.08     (3.60
Net asset value, end of period     $17.43       $13.66       $12.68       $21.94       $18.96  
Total Return (%)     30.18 b      22.41 b      (13.59 )b      22.12       9.08  
Ratios to Average Net Assets and Supplemental Data                                        
Net assets, end of period ($ millions)     73       64       64       77       118  
Ratio of expenses before expense reductions (%)c     .82       .82       .81       .75       .75  
Ratio of expenses after expense reductions (%)c     .81       .81       .80       .75       .75  
Ratio of net investment income (loss) (%)     (.05     .11       (.06     (.08     .11  
Portfolio turnover rate (%)     12       10       32       32       28  

 

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.

 

  12     |  

Deutsche DWS Variable Series II —

DWS Small Mid Cap Growth VIP


Notes to Financial Statements  

A. Organization and Significant Accounting Policies

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

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

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

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

Equity securities and exchange-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 or ETFs are generally categorized as Level 1.

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

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

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

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

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

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

 

Deutsche DWS Variable Series II —

DWS Small Mid Cap Growth VIP

  |   13


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, 2020, the Fund invested the cash collateral into a joint trading account in DWS Government & Agency Securities Portfolio, an affiliated money market fund managed by DWS Investment Management Americas, Inc. DWS Investment Management Americas, Inc. receives a management/administration fee (0.06% annualized effective rate as of December 31, 2020) 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, 2020, the Fund had securities on loan. 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, 2020  
    

Overnight
and

Continuous

    <30 Days     Between 30
& 90 Days
     >90 Days      Total  

Securities Lending Transactions

           
Common Stocks   $ 5,060,827     $             —     $             —      $             —      $ 5,060,827  
Exchange-Traded Funds     396,900                           396,900  
Total Borrowings   $ 5,457,727     $     $      $      $ 5,457,727  

Gross amount of recognized liabilities for securities lending transactions:

 

      $ 5,457,727  

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, 2020 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, 2020, the Fund’s components of distributable earnings on a tax basis were as follows:

 

Undistributed ordinary income*   $ 786,931  
Undistributed long-term capital gains   $ 3,015,494  
Net unrealized appreciation (depreciation) on investments   $ 33,444,144  

 

  14     |  

Deutsche DWS Variable Series II —

DWS Small Mid Cap Growth VIP


At December 31, 2020, the aggregate cost of investments for federal income tax purposes was $45,236,959. The net unrealized appreciation for all investments based on tax cost was $33,444,144. This consisted of aggregate gross unrealized appreciation for all investments for which there was an excess of value over tax cost of $36,810,605 and aggregate gross unrealized depreciation for all investments for which there was an excess of tax cost over value of $3,366,461.

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

 

    Years Ended December 31,  
     2020     2019  
Distributions from ordinary income*   $ 27,637     $  
Distributions from long-term capital gains   $ 932,094     $ 8,788,523  

 

*

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, 2020, purchases and sales of investment transactions (excluding short-term investments) aggregated $7,334,911 and $15,372,087, respectively.

C. Related Parties

Management Agreement. Under the Investment Management Agreement with DWS 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     .550
Next $750 million     .525
Over $1 billion     .500

Accordingly, for the year ended December 31, 2020, 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, 2020 through September 30, 2021, 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%.

For the year ended December 31, 2020, fees waived and/or expenses reimbursed were $8,086.

Administration Fee. Pursuant to an Administrative Services Agreement, DIMA provides most administrative services to the Fund. Prior to March 1, 2020, for all services provided under the Administrative Services Agreement, the Fund paid the Advisor an annual fee (“Administration Fee”) of 0.10% of the Fund’s average

 

Deutsche DWS Variable Series II —

DWS Small Mid Cap Growth VIP

  |   15


daily net assets, computed and accrued daily and payable monthly. Effective March 1, 2020, for all services provided under the Administrative Services Agreement, the Fund pays the Advisor an annual Administration Fee of 0.097% of the Fund’s average daily net assets, computed and accrued daily and payable monthly. For the year ended December 31, 2020, the Administration Fee was $58,007, of which $5,868 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, 2020, the amounts charged to the Fund by DSC aggregated $424, of which $78 is unpaid.

Other 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, 2020, the amount charged to the Fund by DIMA included in the Statement of Operations under “Reports to shareholders” aggregated $8,422, of which $3,025 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, 2020, the Fund incurred securities lending agent fees to Deutsche Bank AG in the amount of $2,077.

D. Ownership of the Fund

At December 31, 2020, 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 $350 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, 2020.

F. Other — COVID-19 Pandemic

A novel coronavirus known as COVID-19, declared a pandemic by the World Health Organization, has caused significant uncertainty, market volatility, decreased economic and other activity and increased government activity. Specifically, COVID-19 has led to significant death and morbidity, and concerns about its further spread have resulted in the closing of schools and non-essential businesses, cancellations, shelter-in place orders, lower consumer spending in certain sectors, social distancing, bans on large social gatherings and travel, quarantines, government economic stimulus measures, reduced productivity, rapid increases in unemployment, increased demand for and strain on government and medical resources, border closings and global trade and supply chain interruptions, among others. The full effects, duration and costs of the

 

  16     |  

Deutsche DWS Variable Series II —

DWS Small Mid Cap Growth VIP


COVID-19 pandemic are impossible to predict, and the circumstances surrounding the COVID-19 pandemic will continue to evolve. The pandemic may affect certain countries, industries, economic sectors, companies and investment products more than others, may exacerbate existing economic, political, or social tensions and may increase the probability of an economic recession or depression. The Fund and its investments may be adversely affected by the effects of the COVID-19 pandemic, and a prolonged pandemic may result in the Fund and its service providers experiencing operational difficulties in coordinating a remote workforce and implementing their business continuity plans, among others. Management will continue to monitor the impact COVID-19 has on the Fund and reflect the consequences as appropriate in the Fund’s accounting and financial reporting.

 

Deutsche DWS Variable Series II —

DWS Small Mid Cap Growth VIP

  |   17


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 (the “Fund”) (one of the funds constituting Deutsche DWS Variable Series II) (the “Trust”), including the investment portfolio, as of December 31, 2020, 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, 2020, 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, 2020, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others 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 12, 2021

 

  18     |  

Deutsche DWS Variable Series II —

DWS Small Mid Cap Growth VIP


Information About Your Fund’s Expenses   (Unaudited)

As an investor of the Fund, you incur two types of costs: ongoing expenses and transaction costs. Ongoing expenses include management fees and other Fund expenses. Examples of transaction costs include contract charges, which are not shown in this section. The following tables are intended to help you understand your ongoing expenses (in dollars) of investing in the Fund and to help you compare these expenses with the ongoing expenses of investing in other mutual funds. 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, 2020 to December 31, 2020).

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, 2020       
Actual Fund Return   Class A  
Beginning Account Value 7/1/20   $ 1,000.00  
Ending Account Value 12/31/20   $ 1,359.60  
Expenses Paid per $1,000*   $ 4.80  
Hypothetical 5% Fund Return   Class A  
Beginning Account Value 7/1/20   $ 1,000.00  
Ending Account Value 12/31/20   $ 1,021.06  
Expenses Paid per $1,000*   $ 4.12  

 

*

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 366.

 

Annualized Expense Ratio   Class A  
Deutsche DWS Variable Series II — DWS Small Mid Cap Growth VIP     .81

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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DWS Small Mid Cap Growth VIP

  |   19


Tax Information   (Unaudited)

The Fund paid distributions of $0.21 per share from net long-term capital gains during its year ended December 31, 2020.

Pursuant to Section 852 of the Internal Revenue Code, the Fund designates $3,333,000 as capital gain dividends for its year ended December 31, 2020.

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, 2020, 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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DWS Small Mid Cap Growth VIP


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 2020.

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 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”).

 

 

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 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.

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 also considered the risks to DIMA in sponsoring or managing the Fund, including financial, operational and reputational risks, the potential economic impact to DIMA from such risks and DIMA’s approach to addressing such risks. 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 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, 2019, the Fund’s performance (Class A shares) was in the 4th quartile of the applicable Morningstar universe (the 1st quartile being the best performers and the 4th quartile being

 

Deutsche DWS Variable Series II —

DWS Small Mid Cap Growth VIP

  |   21


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, 2019. 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, 2019). The Board noted that, effective March 1, 2020, the fee paid to DIMA under the Fund’s administrative services agreement was reduced to 0.097%. 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, 2019, 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 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 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-

 

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DWS Small Mid Cap Growth VIP


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.

The Board also considered that on September 24, 2020, the SEC granted a temporary order permitting DIMA and its affiliates to continue providing investment advisory and underwriting services to the DWS Funds notwithstanding a consent order entered into by Deutsche Bank AG on June 17, 2020 (the “Consent Order”). The Board noted that the temporary order was granted effective as of the date of the Consent Order. The Board also noted various representations by DIMA to the Board relating to the Consent Order, including that the conduct giving rise to the Consent Order (unintentional conduct that resulted from a system outage that prevented Deutsche Bank AG from reporting data in accordance with applicable CFTC requirements for five days in April 2016) did not involve any DWS Fund or services DIMA and its affiliates provide to the DWS Funds, that DIMA and its personnel had no involvement in the alleged conduct giving rise to the Consent Order, and that the DWS Funds would not bear any financial impact or costs relating to the Consent Order.

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

 

Deutsche DWS Variable Series II —

DWS Small Mid Cap Growth VIP

  |   23


Board Members and Officers

The following table presents certain information regarding the Board Members and Officers of the Trust/Corporation. 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 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 Trust/Corporation. 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. The number of funds in the DWS fund complex shown in the table below includes all registered open- and closed-end funds (including all of their portfolios) advised by the Advisor and any registered funds that have an investment advisor that is an affiliated person of the Advisor.

 

Independent Board Members       
Name, Year of Birth,
Position with the Trust/
Corporation 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); former Chairman, National Association of Small Business Investment Companies; former Directorships: ICI Mutual Insurance Company; BoxTop Media Inc. (advertising); Sun Capital Advisers Trust (mutual funds) (2011–2012)     73    

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 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.; Oak Brook Bank; and Prisma Energy International. Not-for-Profit Director/Trustee: Palm Beach Civic Association; Window to the World Communications (public media); Life Director of Harris Theater for Music and Dance (Chicago); Life Director of Hubbard Street Dance Chicago; former Not-for-Profit Directorships: Public Radio International     73     Portland
General
Electric2
(utility
company)
(2003–
present)

Dawn-Marie Driscoll (1946)

 

Board Member since 1987

  Emeritus Executive Fellow, Center for Business Ethics, Bentley University; formerly: 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)     73    

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)     73     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     73    

 

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DWS Small Mid Cap Growth VIP


Name, Year of Birth,
Position with the Trust/
Corporation 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

Rebecca W. Rimel (1951)

 

Board Member since 1995

  Senior Advisor, The Pew Charitable Trusts (charitable organization) (since July 2020); 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); President, Chief Executive Officer and Director, The Pew Charitable Trusts (charitable organization) (1994–2020)     73     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)     73    

 

Officers4    
Name, Year of Birth,
Position with the Trust/
Corporation and
Length of Time Served5
  Business Experience and Directorships During the Past Five Years

Hepsen Uzcan6 (1974)

 

President and Chief Executive Officer, 2017–present

  Managing Director3, DWS; Secretary, DWS USA Corporation (2018–present); Assistant Secretary, DWS Distributors, Inc. (2018–present); Director and Vice President, DWS Service Company (2018–present); Assistant Secretary, DWS Investment Management Americas, Inc. (2018–present); Director and President, DB Investment Managers, Inc. (2018–present); President and Chief Executive Officer, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2017–present); formerly: Vice President for the Deutsche funds (2016–2017); Assistant Secretary for the DWS funds (2013–2019); Assistant Secretary, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2013–2020); Directorships: Interested Director, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (since June 25, 2020); ICI Mutual Insurance Company (since October 16, 2020); and Episcopalian Charities of New York (2018–present)

John Millette7 (1962)

 

Vice President and Secretary, 1999–present

  Director,3 DWS; Chief Legal Officer, DWS Investment Management Americas, Inc. (2015–present); Director and Vice President, DWS Trust Company (2016–present); Secretary, DBX ETF Trust (2020–present); Secretary, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2011–present); formerly: Secretary, Deutsche Investment Management Americas Inc. (2015–2017); Assistant Secretary, DBX ETF Trust (2019–2020); Assistant Secretary (July 14, 2006–December 31, 2010) and Secretary (January 31, 2006–July 13, 2006), The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc.

Ciara Crawford8 (1984)

 

Assistant Secretary, (2019–present)

  Associate, DWS (since 2015); previously, Legal Assistant at Accelerated Tax Solutions.

Diane Kenneally7 (1966)

 

Chief Financial Officer and Treasurer, 2018–present

  Director,3 DWS; Treasurer, Chief Financial Officer and Controller, DBX ETF Trust (2019–present); Treasurer and Chief Financial Officer, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2018–present); formerly: Assistant Treasurer for the DWS funds (2007–2018)

Paul Antosca7 (1957)

 

Assistant Treasurer, 2007–present

  Director,3 DWS; and Assistant Treasurer, DBX ETF Trust (2019–present)

Sheila Cadogan7 (1966)

 

Assistant Treasurer, 2017–present

  Director,3 DWS; Director and Vice President, DWS Trust Company (2018–present); Assistant Treasurer, DBX ETF Trust (2019–present); Assistant Treasurer, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2018–present)

Scott D. Hogan7 (1970)

 

Chief Compliance Officer, 2016–present

  Director,3 DWS; Chief Compliance Officer, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2016–present)

Caroline Pearson7 (1962)

 

Chief Legal Officer, 2010–present

  Managing Director3, DWS; Assistant Secretary, DBX ETF Trust (2020–present); Chief Legal Officer, DBX Advisors LLC and DBX Strategic Advisors LLC (2020–present); Chief Legal Officer, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2012–present); formerly: Secretary, Deutsche AM Distributors, Inc. (2002–2017); and Secretary, Deutsche AM Service Company (2010–2017)

 

Deutsche DWS Variable Series II —

DWS Small Mid Cap Growth VIP

  |   25


Name, Year of Birth,
Position with the Trust/
Corporation and
Length of Time Served5
  Business Experience and Directorships During the Past Five Years

Michelle Goveia-Pine6 (1970)

 

Interim Anti-Money Laundering Compliance Officer,

since July 10, 2020

  Director,3 DWS; Interim AML Officer, DWS Trust Company (since July 28, 2020); Interim AML Officer, DBX ETF Trust (since July 9, 2020); Interim AML Officer, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (since July 24, 2020)

 

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: 875 Third Avenue, New York, NY 10022.

 

7 

Address: 100 Summer Street, Boston, MA 02110.

 

8 

Address: 5022 Gate Parkway, Suite 400, Jacksonville, FL 32256.

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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DWS Small Mid Cap Growth VIP


Notes


LOGO  

VS2SMCG-2 (R-025835-10 2/21)

 


December 31, 2020

Annual Report

Deutsche DWS Variable Series II

 

 

DWS Small Mid Cap Value VIP

 

 

 

LOGO


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 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. Investing in foreign securities presents certain risks, such as currency fluctuations, political and economic changes, and market risks. The impact of the use of quantitative models and the analysis of specific metrics on a stock’s performance can be difficult to predict, and stocks that previously possessed certain desirable quantitative characteristics may not continue to demonstrate those same characteristics in the future. Quantitative models also entail the risk that the models themselves may be limited or incorrect. Investing in foreign securities presents certain risks, such as currency fluctuations, political and economic changes, and market risks. The Fund may lend securities to approved institutions. Please read the prospectus for details.

War, terrorism, economic uncertainty, trade disputes, public health crises (including the recent pandemic spread of the novel coronavirus) and related geopolitical events could lead to increased market volatility, disruption to U.S. and world economies and markets and may have significant adverse effects on the Fund and its investments.

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 Value VIP


Performance Summary   December 31, 2020 (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, 2020 are 0.88% and 1.25% 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

 

 

LOGO

  

Russell 2500 Value Index is an unmanaged index measuring the small- to mid-cap U.S. equity value market.

 

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    $9,920    $10,124    $13,079    $19,563
    Average annual total return    –0.80%    0.41%    5.51%    6.94%
Russell 2500 Value Index   Growth of $10,000    $10,488    $11,358    $15,693    $24,402
    Average annual total return    4.88%    4.34%    9.43%    9.33%
DWS Small Mid Cap Value VIP    1-Year    3-Year    5-Year    10-Year
Class B   Growth of $10,000    $9,889    $10,012    $12,842    $18,880
    Average annual total return    –1.11%    0.04%    5.13%    6.56%
Russell 2500 Value Index   Growth of $10,000    $10,488    $11,358    $15,693    $24,402
    Average annual total return    4.88%    4.34%    9.43%    9.33%

The growth of $10,000 is cumulative.

 

Deutsche DWS Variable Series II —

DWS Small Mid Cap Value VIP

  |   3


Management Summary   December 31, 2020 (Unaudited)

Class A shares of DWS Small Mid Cap Value VIP returned –0.80% in 2020 (unadjusted for contract charges) and underperformed the 4.88% gain of the Russell 2500 Value Index.

Small-cap value stocks struggled for most of the 2020, but a late rally enabled the category to finish the year with a positive total return. After a strong start, stocks collapsed in mid-February once it became evident that COVID-19 would have a significant impact on economic growth and corporate earnings. The markets stabilized in late March after world governments and central banks stepped in with an unprecedented level of fiscal and monetary stimulus. Investors concluded that these measures would help bridge the gap until the virus was contained, sparking a rally that continued until year-end. However, the gains were primarily focused on mega-cap growth stocks for the majority of 2020. Only in November, when a vaccine for COVID-19 was finally approved, did investors feel comfortable moving into more economically sensitive areas such as smaller companies and the value style. This trend helped Russell 2500 Value Index climb back into positive territory on a year-to-date basis in early December, and it held on to the gain through the end of the year.

The Fund uses proprietary quantitative models that seek to identify the most attractive stocks in the index based on fundamental factors that have been effective sources of return over time, such as valuation, momentum, profitability, earnings, and sales growth. The models are dynamic and use specific factor weights for separate industry groups. The goal of this strategy is to maximize return potential while maintaining a risk profile similar to that of the index. Our process did not work as well as intended in 2020, largely due to modest deviations in factor exposures relative to the benchmark. In an effort to counter this issue, we tightened our factor constraints to minimize, if not eliminate, any biases. As always, we continue to revise and update our industry models to adapt to changes in the market.

The Fund lagged its benchmark by the widest margin in the consumer discretionary sector. Regis Corp.*, which operates a wide range of hair-salon chains, was the largest detractor due to extended closures stemming from COVID-19. Positions in Columbia Sportswear Co. and Michaels Companies, Inc.* further weighed on results. Health care also proved to be a challenging area for the Fund, as a handful of holdings — including Mallinckrodt PLC*, Bruker Corp., and Invacare Corp. — failed to keep pace with the broader sector. Outside of these two areas, Hertz Global Holdings, Inc.* and Peabody Energy Corp. were among the most notable detractors.

On the positive side, our strategy generated strong outperformance in the real estate sector. Easterly Government Properties, Inc.*, which proved largely immune to coronavirus-induced slowdown given that it primarily leases its properties to government agencies, was the top contributor. Consumer staples and financials were additional areas of strength, thanks to positions in Central Garden & Pet Co. and the commercial real estate financing company Walker & Dunlop, Inc. Qurate Retail Inc., a media company that owns a variety of home shopping networks, also performed well as investors were compelled to change their shopping patterns due to COVID-related lockdowns.

Stocks performed remarkably well in the time since the March lows, which was quite impressive given how dire the investment outlook appeared in the early days of COVID-19. Although it remains to be seen whether the rollout of the vaccine will indeed lead to improving growth, investors have clearly “looked past the valley” in anticipation of stronger economic conditions in 2021. Broader-market valuations increased considerably in the second half of the year as a result. While valuations don’t necessarily correlate with near-term performance, stocks could become more volatile in the year ahead if the economic recovery isn’t as smooth as the November-December rally would indicate. With this as the backdrop, we believe our steady, rules-based strategy — which strives to evaluate companies in a disciplined and dispassionate manner — is well suited for a time characterized by both continued opportunity and potentially increased risk.

Pankaj Bhatnagar, PhD, Managing Director

Arno V. Puskar, 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.

 

  4     |  

Deutsche DWS Variable Series II —

DWS Small Mid Cap Value VIP


Terms to Know

Russell 2500 Value Index is an unmanaged index measuring the small- to mid-cap U.S. equity value market.

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

 

*

Not held at December 31, 2020.

 

Deutsche DWS Variable Series II —

DWS Small Mid Cap Value VIP

  |   5


Portfolio Summary   (Unaudited)

 

Asset Allocation (As a % of Investment Portfolio excluding Securities Lending Collateral)    12/31/20      12/31/19  
Common Stocks      100%        99%  
Cash Equivalents      0%        1%  
       100%        100%  
Sector Diversification
(As a % of Investment Portfolio excluding Cash Equivalents and Securities Lending Collateral)
   12/31/20      12/31/19  

Financials

     20%        23%  

Industrials

     17%        14%  

Consumer Discretionary

     14%        10%  

Real Estate

     12%        14%  

Information Technology

     9%        9%  

Health Care

     7%        6%  

Materials

     7%        7%  

Utilities

     4%        6%  

Energy

     4%        5%  

Communication Services

     3%        3%  

Consumer Staples

     3%        3%  
       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 posted on dws.com, and is available free of charge by contacting your financial intermediary, or if you are a direct investor, by calling (800) 728-3337. In addition, the portfolio holdings listing is filed with the SEC on the Fund’s Form N-PORT and will be available on the SEC’s Web site at sec.gov. Additional portfolio holdings for the Fund are also posted on dws.com from time to time. Please see the Fund’s current prospectus for more information.

 

  6     |  

Deutsche DWS Variable Series II —

DWS Small Mid Cap Value VIP


Investment Portfolio   as of December 31, 2020

 

    Shares     Value ($)  
Common Stocks 99.7%

 

Communication Services 3.4%

 

Entertainment 0.9%

 

Lions Gate Entertainment Corp. “A”* (a)

    66,768       759,152  

Media 2.1%

 

Interpublic Group of Companies, Inc.

    77,473       1,822,165  

Wireless Telecommunication Services 0.4%

 

Telephone & Data Systems, Inc.

    21,403       397,454  
Consumer Discretionary 13.6%

 

Auto Components 0.3%

 

Goodyear Tire & Rubber Co.

    27,451       299,490  

Automobiles 1.4%

 

Winnebago Industries, Inc.

    20,175       1,209,290  

Distributors 0.3%

 

Core-Mark Holding Co., Inc.

    8,219       241,392  

Hotels, Restaurants & Leisure 4.0%

 

Aramark

    50,036       1,925,385  

Boyd Gaming Corp.

    11,289       484,524  

Choice Hotels International, Inc.

    2,637       281,447  

International Game Technology PLC

    21,168       358,586  

Red Rock Resorts, Inc. “A”

    17,585       440,329  
   

 

 

 
      3,490,271  

Household Durables 1.5%

 

PulteGroup, Inc.

    30,685       1,323,137  

Internet & Direct Marketing Retail 1.7%

 

Overstock.com, Inc.* (a)

    9,912       475,478  

Qurate Retail, Inc. “A”

    90,577       993,630  
   

 

 

 
      1,469,108  

Leisure Products 1.7%

 

Brunswick Corp.

    17,166       1,308,736  

Nautilus, Inc.* (a)

    9,884       179,296  
   

 

 

 
      1,488,032  

Specialty Retail 0.4%

 

Boot Barn Holdings, Inc.*

    7,546       327,195  

Textiles, Apparel & Luxury Goods 2.3%

 

Columbia Sportswear Co.

    16,082       1,405,245  

Under Armour, Inc. “A”*

    36,419       625,314  
   

 

 

 
      2,030,559  
Consumer Staples 3.2%

 

Food & Staples Retailing 0.5%

 

The Andersons, Inc.

    18,649       457,087  

Food Products 0.7%

 

Darling Ingredients, Inc.*

    11,188       645,324  

Household Products 2.0%

 

Central Garden & Pet Co.*

    20,865       805,598  

Spectrum Brands Holdings, Inc.

    11,587       915,141  
   

 

 

 
      1,720,739  
    Shares     Value ($)  
Energy 3.8%

 

Oil, Gas & Consumable Fuels

 

Devon Energy Corp.

    40,830       645,522  

Equitrans Midstream Corp.

    111,906       899,724  

Peabody Energy Corp.*

    148,020       356,728  

Renewable Energy Group, Inc.*

    3,491       247,233  

Targa Resources Corp.

    43,415       1,145,288  
   

 

 

 
      3,294,495  
Financials 20.3%

 

Banks 8.4%

 

BankUnited, Inc.

    42,766       1,487,402  

Commerce Bancshares, Inc.

    3,421       224,760  

ConnectOne Bancorp., Inc.

    11,504       227,664  

Eagle Bancorp., Inc.

    29,648       1,224,462  

Flushing Financial Corp.

    14,310       238,118  

Hancock Whitney Corp.

    21,427       728,947  

Hilltop Holdings, Inc.

    18,538       509,980  

Simmons First National Corp. “A”

    32,240       696,062  

UMB Financial Corp.

    18,298       1,262,379  

Valley National Bancorp.

    77,972       760,227  
   

 

 

 
    7,360,001  

Capital Markets 0.9%

 

Donnelley Financial Solutions, Inc.*

    43,730       742,098  

Consumer Finance 0.8%

 

Credit Acceptance Corp.* (a)

    2,012       696,434  

Diversified Financial Services 0.7%

 

Voya Financial, Inc.

    10,464       615,388  

Insurance 5.8%

 

American Equity Investment Life Holding Co.

    15,400       425,964  

Assurant, Inc.

    11,157       1,519,807  

Athene Holding Ltd. “A”*

    5,162       222,689  

Brown & Brown, Inc.

    38,186       1,810,398  

Everest Re Group Ltd.

    3,480       814,633  

Globe Life, Inc.

    2,820       267,787  
   

 

 

 
    5,061,278  

Mortgage Real Estate Investment Trusts (REITs) 2.0%

 

Blackstone Mortgage Trust, Inc., “A”

    30,794       847,759  

Ellington Financial, Inc.

    25,308       375,570  

PennyMac Mortgage Investment Trust

    18,527       325,890  

Redwood Trust, Inc.

    27,145       238,333  
   

 

 

 
    1,787,552  

Thrifts & Mortgage Finance 1.7%

 

Walker & Dunlop, Inc.

    16,128       1,484,098  
Health Care 7.1%

 

Biotechnology 2.2%

 

Agios Pharmaceuticals, Inc.*

    7,532       326,361  

Bluebird Bio, Inc.*

    7,969       344,819  

Myriad Genetics, Inc.*

    35,679       705,552  

Novavax, Inc.* (a)

    2,643       294,721  

Sage Therapeutics, Inc.*

    2,615       226,224  
   

 

 

 
    1,897,677  
 

 

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

 

Deutsche DWS Variable Series II —

DWS Small Mid Cap Value VIP

  |   7


    Shares     Value ($)  

Health Care Equipment & Supplies 0.9%

 

ICU Medical, Inc.*

    1,594       341,897  

Invacare Corp.

    50,340       450,543  
   

 

 

 
    792,440  

Health Care Providers & Services 0.3%

 

Molina Healthcare, Inc.*

    1,203       255,854  

Life Sciences Tools & Services 3.2%

 

Bruker Corp.

    20,724       1,121,790  

PerkinElmer, Inc.

    9,197       1,319,770  

Syneos Health, Inc.*

    5,591       380,915  
   

 

 

 
    2,822,475  

Pharmaceuticals 0.5%

 

Endo International PLC* (a)

    57,178       410,538  
Industrials 17.0%

 

Aerospace & Defense 1.9%

 

Teledyne Technologies, Inc.*

    4,200       1,646,316  

Air Freight & Logistics 0.7%

 

Atlas Air Worldwide Holdings, Inc.*

    11,482       626,228  

Building Products 1.5%

 

Resideo Technologies, Inc.*

    14,020       298,065  

Simpson Manufacturing Co., Inc.

    10,683       998,327  
   

 

 

 
    1,296,392  

Commercial Services & Supplies 2.3%

 

IAA, Inc.*

    20,112       1,306,878  

Interface, Inc.

    65,057       683,098  
   

 

 

 
    1,989,976  

Construction & Engineering 1.6%

 

Jacobs Engineering Group, Inc.

    12,823       1,397,194  

Electrical Equipment 1.9%

 

EnerSys

    20,450       1,698,577  

Industrial Conglomerates 1.1%

 

Carlisle Companies, Inc.

    6,002       937,392  

Machinery 4.8%

 

Federal Signal Corp.

    37,993       1,260,228  

Hillenbrand, Inc.

    40,909       1,628,178  

The Manitowoc Co., Inc.*

    68,765       915,262  

Pentair PLC

    7,157       379,965  
   

 

 

 
    4,183,633  

Road & Rail 0.2%

 

Knight-Swift Transportation Holdings, Inc.

    5,170       216,210  

Trading Companies & Distributors 1.0%

 

NOW, Inc.*

    115,938       832,435  
Information Technology 8.8%

 

Communications Equipment 1.4%

 

Ciena Corp.*

    8,379       442,830  

CommScope Holding Co., Inc.*

    57,699       773,167  
   

 

 

 
    1,215,997  

Electronic Equipment, Instruments & Components 2.0%

 

Avnet, Inc.

    24,965       876,521  

Insight Enterprises, Inc.*

    7,720       587,415  

SYNNEX Corp.

    4,038       328,854  
   

 

 

 
    1,792,790  
    Shares     Value ($)  

IT Services 2.0%

 

Alliance Data Systems Corp.

    9,391       695,873  

Concentrix Corp.*

    3,625       357,788  

Leidos Holdings, Inc.

    6,243       656,264  
   

 

 

 
    1,709,925  

Semiconductors & Semiconductor Equipment 1.3%

 

Cirrus Logic, Inc.*

    9,449       776,708  

ON Semiconductor Corp.*

    10,558       345,563  
   

 

 

 
    1,122,271  

Software 2.1%

 

Cloudera, Inc.*

    24,944       346,971  

Verint Systems, Inc.*

    21,689       1,457,067  
   

 

 

 
    1,804,038  
Materials 6.7%

 

Chemicals 3.3%

 

Albemarle Corp.

    2,026       298,876  

Avient Corp.

    11,497       463,099  

H.B. Fuller Co.

    6,522       338,361  

Kraton Corp.*

    55,450       1,540,955  

The Mosaic Co.

    9,850       226,649  
   

 

 

 
    2,867,940  

Containers & Packaging 0.5%

 

Graphic Packaging Holding Co.

    25,865       438,153  

Metals & Mining 2.9%

 

Coeur Mining, Inc.*

    118,553       1,227,023  

Steel Dynamics, Inc.

    36,117       1,331,634  
   

 

 

 
    2,558,657  
Real Estate 11.9%

 

Equity Real Estate Investment Trusts (REITs)

 

Agree Realty Corp.

    21,068       1,402,708  

Alexander & Baldwin, Inc. (a)

    19,091       327,984  

Duke Realty Corp.

    26,566       1,061,843  

Gaming and Leisure Properties, Inc.

    33,868       1,436,003  

Highwoods Properties, Inc.

    28,630       1,134,607  

Iron Mountain, Inc. (a)

    8,465       249,548  

Lexington Realty Trust

    86,944       923,345  

SITE Centers Corp.

    70,528       713,743  

STAG Industrial, Inc.

    43,062       1,348,702  

Urban Edge Properties

    49,462       640,038  

WP Carey, Inc.

    15,714       1,109,094  
   

 

 

 
    10,347,615  
Utilities 3.9%

 

Electric Utilities 2.6%

 

IDACORP, Inc.

    12,283       1,179,536  

PG&E Corp.*

    20,106       250,521  

Pinnacle West Capital Corp.

    11,000       879,450  
   

 

 

 
    2,309,507  

Gas Utilities 1.3%

 

ONE Gas, Inc.

    7,459       572,628  

UGI Corp.

    14,947       522,547  
   

 

 

 
              1,095,175  
Total Common Stocks (Cost $72,335,884)

 

    86,987,144  
 

 

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

 

  8     |  

Deutsche DWS Variable Series II —

DWS Small Mid Cap Value VIP


    Shares     Value ($)  
Securities Lending Collateral 2.8%

 

DWS Government & Agency Securities Portfolio “DWS Government Cash Institutional Shares”, 0.03% (b) (c) (Cost $2,438,401)

    2,438,401       2,438,401  
Cash Equivalents 0.3%    

DWS Central Cash Management Government Fund, 0.08% (b) (Cost $259,282)

    259,282       259,282  
    % of Net
Assets
    Value ($)  

Total Investment Portfolio (Cost $75,033,567)

    102.8       89,684,827  
Other Assets and Liabilities, Net     (2.8     (2,405,911
Net Assets     100.0       87,278,916  
 

A summary of the Fund’s transactions with affiliated investments during the year ended December 31, 2020 are as follows:

 

Value ($) at
12/31/2019
  Purchases
Cost ($)
    Sales
Proceeds ($)
    Net
Realized
Gain/
(Loss) ($)
    Net Change in
Unrealized
Appreciation
(Depreciation) ($)
    Income ($)     Capital Gain
Distributions ($)
    Number of
Shares at
12/31/2020
    Value ($) at
12/31/2020
 

Securities Lending Collateral 2.8%

 

       

DWS Government & Agency Securities Portfolio “DWS Government Cash Institutional Shares”, 0.03% (b) (c)

 

1,984,280     454,121 (d)                        93,629             2,438,401       2,438,401  

Cash Equivalents 0.3%

 

       

DWS Central Cash Management Government Fund, 0.08% (b)

 

487,000     9,898,169       10,125,887                   4,566             259,282       259,282  
2,471,280     10,352,290       10,125,887                   98,195             2,697,683       2,697,683  

 

*

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, 2020 amounted to $2,435,784, which is 2.8% of net assets.

 

(b)

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

 

(c)

Represents cash collateral held in connection with securities lending. Income earned by the Fund is net of borrower rebates. In addition, the Fund held non-cash U.S. Treasury securities collateral having a value of $81,945.

 

(d)

Represents the net increase (purchase cost) or decrease (sales proceeds) in the amount invested in cash collateral for the year ended December 31, 2020.

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, 2020 in valuing the Fund’s investments. For information on the Fund’s policy regarding the valuation of investments, please refer to the Security Valuation section of Note A in the accompanying Notes to Financial Statements.

 

Assets   Level 1     Level 2     Level 3      Total  
Common Stocks (e)   $ 86,987,144     $     $      $ 86,987,144  
Short-Term Investments (e)     2,697,683                    2,697,683  
Total   $     89,684,827     $                 —     $                 —      $     89,684,827  

 

(e)

See Investment Portfolio for additional detailed categorizations.

 

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

 

Deutsche DWS Variable Series II —

DWS Small Mid Cap Value VIP

  |   9


Statement of

Assets and Liabilities

 

as of December 31, 2020        
Assets        
Investments in non-affiliated securities, at value (cost $72,335,884) — including $2,435,784 of securities loaned   $ 86,987,144  
Investment in DWS Government & Agency Securities Portfolio (cost $2,438,401)*     2,438,401  
Investment in DWS Central Cash Management Government Fund (cost $259,282)     259,282  
Receivable for Fund shares sold     8,446  
Dividends receivable     155,364  
Interest receivable     278  
Other assets     1,568  
Total assets     89,850,483  
Liabilities        
Payable upon return of securities loaned     2,438,401  
Payable for Fund shares redeemed     11,285  
Accrued management fee     45,579  
Accrued Trustees’ fees     2,082  
Other accrued expenses and payables     74,220  
Total liabilities     2,571,567  
Net assets, at value   $ 87,278,916  
Net Assets Consist of        
Distributable earnings (loss)     7,029,341  
Paid-in capital     80,249,575  
Net assets, at value   $   87,278,916  
Net Asset Value        

Class A

 
Net Asset Value, offering and redemption price per share ($70,264,803 ÷ 5,853,631 outstanding shares of beneficial interest, no par value, unlimited number of shares authorized)   $ 12.00  

Class B

 
Net Asset Value, offering and redemption price per share ($17,014,113 ÷ 1,418,467 outstanding shares of beneficial interest, no par value, unlimited number of shares authorized)   $ 11.99  

 

*

Represents collateral on securities loaned. In addition, the Fund held non-cash collateral having a value of $81,945.

Statement of Operations

 

for the year ended December 31, 2020

 

Investment Income        
Income:  
Dividends   $ 1,737,184  
Income distributions — DWS Cash Management Government Fund     4,566  
Securities lending income, net of borrower rebates     93,629  
Total income   $ 1,835,379  
Expenses:  
Management fee     498,541  
Administration fee     74,858  
Services to Shareholders     2,109  
Record keeping fee (Class B)     17,901  
Distribution service fees (Class B)     37,021  
Custodian fee     3,153  
Professional fees     51,408  
Reports to shareholders     36,640  
Trustees’ fees and expenses     4,352  
Other     5,298  
Total expenses before expense reductions     731,281  
Expense reductions     (47,561
Total expenses after expense reductions     683,720  
Net investment income     1,151,659  
Realized and Unrealized gain (loss)        
Net realized gain (loss) from investments     (8,657,454
Change in net unrealized appreciation (depreciation) on investments     5,071,194  
Net gain (loss)     (3,586,260
Net increase (decrease) in net assets resulting from operations   $   (2,434,601
 

 

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

 

  10     |  

Deutsche DWS Variable Series II —

DWS Small Mid Cap Value VIP


Statements of Changes in Net Assets

 

   

Years Ended December 31,

 
Increase (Decrease) in Net Assets  

2020

    2019  
Operations:    
Net investment income (loss)   $ 1,151,659     $ 1,188,003  
Net realized gain (loss)     (8,657,454     6,244,068  
Change in net unrealized appreciation (depreciation)     5,071,194       11,215,454  
Net increase (decrease) in net assets resulting from operations     (2,434,601     18,647,525  
Distributions to shareholders:    

Class A

    (6,015,690     (6,073,443

Class B

    (1,399,898     (1,252,920
Total distributions     (7,415,588     (7,326,363
Fund share transactions:    

Class A

   
Proceeds from shares sold     5,262,531       3,385,798  
Reinvestment of distributions     6,015,690       6,073,443  
Payments for shares redeemed     (11,188,291     (10,531,345
Net increase (decrease) in net assets from Class A share transactions     89,930       (1,072,104

Class B

   
Proceeds from shares sold     3,507,387       1,581,613  
Reinvestment of distributions     1,399,898       1,252,920  
Payments for shares redeemed     (3,035,924     (3,209,519
Net increase (decrease) in net assets from Class B share transactions     1,871,361       (374,986
Increase (decrease) in net assets     (7,888,898     9,874,072  
Net assets at beginning of period     95,167,814       85,293,742  
Net assets at end of period   $ 87,278,916     $ 95,167,814  
Other Information              

Class A

   
Shares outstanding at beginning of period     5,666,170       5,742,711  
Shares sold     527,815       261,390  
Shares issued to shareholders in reinvestment of distributions     725,656       468,268  
Shares redeemed     (1,066,010     (806,199
Net increase (decrease) in Class A shares     187,461       (76,541
Shares outstanding at end of period     5,853,631       5,666,170  

Class B

   
Shares outstanding at beginning of period     1,216,620       1,243,269  
Shares sold     321,995       121,577  
Shares issued to shareholders in reinvestment of distributions     168,662       96,453  
Shares redeemed     (288,810     (244,679
Net increase (decrease) in Class B shares     201,847       (26,649
Shares outstanding at end of period     1,418,467       1,216,620  

 

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

 

Deutsche DWS Variable Series II —

DWS Small Mid Cap Value VIP

  |   11


Financial Highlights

 

DWS Small Mid Cap Value VIP — Class A                                        
   

Years Ended December 31,

 
     2020     2019     2018     2017     2016  
Selected Per Share Data                                        
Net asset value, beginning of period     $13.83       $12.21       $17.88       $16.65       $15.97  
Income (loss) from investment operations:          

Net investment incomea

    .16       .18       .10       .17       .15  

Net realized and unrealized gain (loss)

    (.90     2.53 d      (2.47     1.55       2.34  

Total from investment operations

    (.74     2.71       (2.37     1.72       2.49  
Less distributions from:          

Net investment income

    (.16     (.10     (.24     (.12     (.10

Net realized gains

    (.93     (.99     (3.06     (.37     (1.71

Total distributions

    (1.09     (1.09     (3.30     (.49     (1.81
Net asset value, end of period     $12.00       $13.83       $12.21       $17.88       $16.65  
Total Return (%)b     (1.80     22.76 d      (16.01     10.52       16.89  
Ratios to Average Net Assets and Supplemental Data                                        
Net assets, end of period ($ millions)     70       78       70       96       153  
Ratio of expenses before expense reductions (%)c     .88       .88       .87       .83       .83  
Ratio of expenses after expense reductions (%)c     .82       .83       .81       .83       .82  
Ratio of net investment income (%)     1.57       1.35       .65       .98       .99  
Portfolio turnover rate (%)     43       55       64       35       53  

 

a 

Based on average shares outstanding during the period.

 

b 

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

 

c 

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

 

d 

Includes proceeds from a non-recurring litigation payment amounting to $0.14 per share and 1.07% of average daily net assets, for the year ended December 31, 2019.

 

 

DWS Small Mid Cap Value VIP — Class B                                        
   

Years Ended December 31,

 
     2020     2019     2018     2017     2016  
Selected Per Share Data                                        
Net asset value, beginning of period     $13.82       $12.20       $17.86       $16.63       $15.95  
Income (loss) from investment operations:          

Net investment incomea

    .13       .13       .05       .11       .09  

Net realized and unrealized gain (loss)

    (.90     2.53 d      (2.48     1.55       2.34  

Total from investment operations

    (.77     2.66       (2.43     1.66       2.43  
Less distributions from:          

Net investment income

    (.13     (.05     (.17     (.06     (.04

Net realized gains

    (.93     (.99     (3.06     (.37     (1.71

Total distributions

    (1.06     (1.04     (3.23     (.43     (1.75
Net asset value, end of period     $11.99       $13.82       $12.20       $17.86       $16.63  
Total Return (%)b     (2.18     22.32 d      (16.32     10.13       16.47  
Ratios to Average Net Assets and Supplemental Data                                        
Net assets, end of period ($ millions)     17       17       15       19       15  
Ratio of expenses before expense reductions (%)c     1.25       1.25       1.24       1.19       1.19  
Ratio of expenses after expense reductions (%)c     1.19       1.19       1.16       1.19       1.18  
Ratio of net investment income (loss) (%)     1.21       .99       .30       .65       .57  
Portfolio turnover rate (%)     43       55       64       35       53  

 

a 

Based on average shares outstanding during the period.

 

b 

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

 

c 

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

 

d 

Includes proceeds from a non-recurring litigation payment amounting to $0.14 per share and 1.07% of average daily net assets, for the year ended December 31, 2019.

 

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

 

  12     |  

Deutsche DWS Variable Series II —

DWS Small Mid Cap Value VIP


Notes to Financial Statements  

A. Organization and Significant Accounting Policies

DWS Small Mid Cap Value VIP (the “Fund”) is a diversified series of Deutsche DWS 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 of up to 0.15% and Rule 12b-1 fees under the 1940 Act equal to an annual rate of up to 0.25% of the average daily net assets of the Class B shares of the Fund. Class A shares are not subject to such fees.

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

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

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

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

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

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

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

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

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

 

Deutsche DWS Variable Series II —

DWS Small Mid Cap Value VIP

  |   13


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 and/or U.S. Treasury Securities 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, 2020, the Fund invested the cash collateral into a joint trading account in DWS Government & Agency Securities Portfolio, an affiliated money market fund managed by DWS Investment Management Americas, Inc. DWS Investment Management Americas Inc. receives a management/administration fee (0.06% annualized effective rate as of December 31, 2020) 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, 2020, the Fund had securities on loan. 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, 2020  
     Overnight
and
Continuous
    <30 Days     Between 30
& 90 Days
    >90 Days     Total  

Securities Lending Transactions

         
Common Stocks   $ 2,438,401     $           —     $           —     $ 81,945     $ 2,520,346  

Gross amount of recognized liabilities and non-cash collateral for securities lending transactions:

 

  $ 2,520,346  

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, 2020, the Fund had a net tax basis capital loss carryforward of approximately $8,694,000, which may be applied against realized net taxable capital gains indefinitely, including short-term losses ($2,621,000) and long-term losses ($6,073,000).

The Fund has reviewed the tax positions for the open tax years as of December 31, 2020 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

 

  14     |  

Deutsche DWS Variable Series II —

DWS Small Mid Cap Value VIP


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, 2020, the Fund’s components of distributable earnings on a tax basis were as follows:

 

Undistributed ordinary income*   $ 1,114,910  
Capital loss carryforwards   $ (8,694,000
Unrealized appreciation (depreciation) on investments   $ 14,554,540  

At December 31, 2020, the aggregate cost of investments for federal income tax purposes was $75,130,287. The net unrealized appreciation for all investments based on tax cost was $14,554,540. This consisted of aggregate gross unrealized appreciation for all investments for which there was an excess of value over tax cost of $18,320,630 and aggregate gross unrealized depreciation for all investments for which there was an excess of tax cost over value of $3,766,090.

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

 

    Years Ended December 31,  
     2020     2019  
Distributions from ordinary income*   $ 1,300,909     $ 615,525  
Distributions from long-term capital gains   $ 6,114,679     $ 6,710,838  

 

*

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, 2020, purchases and sales of investment transactions (excluding short-term investments) aggregated $33,047,853 and $35,940,867, respectively.

C. Related Parties

Management Agreement. Under the Investment Management Agreement with DWS 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.

 

Deutsche DWS Variable Series II —

DWS Small Mid Cap Value VIP

  |   15


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, 2020, 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, 2020 through April 30, 2021, 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     .82
Class B     1.19

For the year ended December 31, 2020, fees waived and/or expenses reimbursed for each class were as follows:

 

Class A   $ 37,989  
Class B     9,572  
    $ 47,561  

Administration Fee. Pursuant to an Administrative Services Agreement, DIMA provides most administrative services to the Fund. Prior to March 1, 2020, for all services provided under the Administrative Services Agreement, the Fund paid the Advisor an annual fee (“Administration Fee”) of 0.10% of the Fund’s average daily net assets, computed and accrued daily and payable monthly. Effective March 1, 2020, for all services provided under the Administrative Services Agreement, the Fund pays the Advisor an annual Administration Fee of 0.097% of the Fund’s average daily net assets, computed and accrued daily and payable monthly. For the year ended December 31, 2020, the Administration Fee was $74,858, of which $7,079 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, 2020, the amounts charged to the Fund by DSC were as follows:

 

Service to Shareholders   Total
Aggregated
    Unpaid at
December 31, 2020
 
Class A   $ 742     $ 138  
Class B     545       106  
    $ 1,287     $ 244  

Distribution Service Agreement. Under the Fund’s Class B 12b-1 plan, DWS Distributors, Inc. (“DDI”) received a fee (“Distribution Service Fee”) of up to 0.25% of the average daily net assets of Class B shares. For the year ended December 31, 2020, the Distribution Service Fee aggregated $37,021, of which $3,560 is unpaid.

Other 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, 2020, the amount charged to the Fund by DIMA included in the Statement of Operations under “Reports to shareholders” aggregated $9,175, of which $3,527 is unpaid.

 

  16     |  

Deutsche DWS Variable Series II —

DWS Small Mid Cap Value VIP


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.

D. Ownership of the Fund

At December 31, 2020, one participating insurance company was owner of record of 10% or more of the total outstanding Class A shares of the Fund, owning 69%. Four participating insurance companies were owners of record of 10% or more of the total outstanding Class B shares of the Fund, each owning 29%, 19%, 18% and 12%.

E. Line of Credit

The Fund and other affiliated funds (the “Participants”) share in a $350 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, 2020.

F. Other — COVID-19 Pandemic

A novel coronavirus known as COVID-19, declared a pandemic by the World Health Organization, has caused significant uncertainty, market volatility, decreased economic and other activity and increased government activity. Specifically, COVID-19 has led to significant death and morbidity, and concerns about its further spread have resulted in the closing of schools and non-essential businesses, cancellations, shelter-in place orders, lower consumer spending in certain sectors, social distancing, bans on large social gatherings and travel, quarantines, government economic stimulus measures, reduced productivity, rapid increases in unemployment, increased demand for and strain on government and medical resources, border closings and global trade and supply chain interruptions, among others. The full effects, duration and costs of the COVID-19 pandemic are impossible to predict, and the circumstances surrounding the COVID-19 pandemic will continue to evolve. The pandemic may affect certain countries, industries, economic sectors, companies and investment products more than others, may exacerbate existing economic, political, or social tensions and may increase the probability of an economic recession or depression. The Fund and its investments may be adversely affected by the effects of the COVID-19 pandemic, and a prolonged pandemic may result in the Fund and its service providers experiencing operational difficulties in coordinating a remote workforce and implementing their business continuity plans, among others. Management will continue to monitor the impact COVID-19 has on the Fund and reflect the consequences as appropriate in the Fund’s accounting and financial reporting.

 

Deutsche DWS Variable Series II —

DWS Small Mid Cap Value VIP

  |   17


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 (the “Fund”) (one of the funds constituting Deutsche DWS Variable Series II) (the “Trust”), including the investment portfolio, as of December 31, 2020, 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, 2020, 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, 2020, by correspondence with the custodian and others. 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 12, 2021

 

  18     |  

Deutsche DWS Variable Series II —

DWS Small Mid Cap Value VIP


Information About Your Fund’s Expenses   (Unaudited)

As an investor of the Fund, you incur two types of costs: ongoing expenses and transaction costs. Ongoing expenses include management fees, 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, 2020 to December 31, 2020).

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, 2020  
Actual Fund Return     Class A       Class B  
Beginning Account Value 7/1/20   $ 1,000.00     $ 1,000.00  
Ending Account Value 12/31/20   $ 1,286.20     $ 1,282.40  
Expenses Paid per $1,000*   $ 4.71     $ 6.83  
Hypothetical 5% Fund Return     Class A       Class B  
Beginning Account Value 7/1/20   $ 1,000.00     $ 1,000.00  
Ending Account Value 12/31/20   $ 1,021.01     $ 1,019.15  
Expenses Paid per $1,000*   $ 4.17     $ 6.04  

 

*

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 366.

 

Annualized Expense Ratios   Class A     Class B  
Deutsche DWS Variable Series II — DWS Small Mid Cap Value VIP     .82     1.19

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

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

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

 

Deutsche DWS Variable Series II —

DWS Small Mid Cap Value VIP

  |   19


Tax Information   (Unaudited)

The Fund paid distributions of $0.90 per share from net long-term capital gains during its year ended December 31, 2020.

For corporate shareholders, 96% of the ordinary dividends (i.e., income dividends plus short-term capital gains) paid during the Fund’s fiscal year ended December 31, 2020, 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 Value VIP’s (the “Fund”) investment management agreement (the “Agreement”) with DWS Investment Management Americas, Inc. (“DIMA”) in September 2020.

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 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”).

 

 

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 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.

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 also considered the risks to DIMA in sponsoring or managing the Fund, including financial, operational and reputational risks, the potential economic impact to DIMA from such risks and DIMA’s approach to addressing such risks. 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 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, 2019, the Fund’s performance (Class A shares) was in the 4th quartile

 

Deutsche DWS Variable Series II —

DWS Small Mid Cap Value VIP

  |   21


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, 2019. 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 certain changes in the Fund’s portfolio management team that were made effective February 14, 2019. 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 (2nd quartile) of the applicable Broadridge peer group (based on Broadridge data provided as of December 31, 2019). The Board noted that, effective March 1, 2020, the fee paid to DIMA under the Fund’s administrative services agreement was reduced to 0.097%. 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, 2019, 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 other operational 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 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

 

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DWS Small Mid Cap Value VIP


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.

The Board also considered that on September 24, 2020, the SEC granted a temporary order permitting DIMA and its affiliates to continue providing investment advisory and underwriting services to the DWS Funds notwithstanding a consent order entered into by Deutsche Bank AG on June 17, 2020 (the “Consent Order”). The Board noted that the temporary order was granted effective as of the date of the Consent Order. The Board also noted various representations by DIMA to the Board relating to the Consent Order, including that the conduct giving rise to the Consent Order (unintentional conduct that resulted from a system outage that prevented Deutsche Bank AG from reporting data in accordance with applicable CFTC requirements for five days in April 2016) did not involve any DWS Fund or services DIMA and its affiliates provide to the DWS Funds, that DIMA and its personnel had no involvement in the alleged conduct giving rise to the Consent Order, and that the DWS Funds would not bear any financial impact or costs relating to the Consent Order.

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

 

Deutsche DWS Variable Series II —

DWS Small Mid Cap Value VIP

  |   23


Board Members and Officers

The following table presents certain information regarding the Board Members and Officers of the Trust/Corporation. 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 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 Trust/Corporation. 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. The number of funds in the DWS fund complex shown in the table below includes all registered open- and closed-end funds (including all of their portfolios) advised by the Advisor and any registered funds that have an investment advisor that is an affiliated person of the Advisor.

 

Independent Board Members       
Name, Year of Birth,
Position with the Trust/
Corporation 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); former Chairman, National Association of Small Business Investment Companies; former Directorships: ICI Mutual Insurance Company; BoxTop Media Inc. (advertising); Sun Capital Advisers Trust (mutual funds) (2011–2012)     73    

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 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.; Oak Brook Bank; and Prisma Energy International. Not-for-Profit Director/Trustee: Palm Beach Civic Association; Window to the World Communications (public media); Life Director of Harris Theater for Music and Dance (Chicago); Life Director of Hubbard Street Dance Chicago; former Not-for-Profit Directorships: Public Radio International     73     Portland
General
Electric2
(utility
company)
(2003–
present)

Dawn-Marie Driscoll (1946)

 

Board Member since 1987

  Emeritus Executive Fellow, Center for Business Ethics, Bentley University; formerly: 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)     73    

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)     73     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     73    

 

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DWS Small Mid Cap Value VIP


Name, Year of Birth,
Position with the Trust/
Corporation 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

Rebecca W. Rimel (1951)

 

Board Member since 1995

  Senior Advisor, The Pew Charitable Trusts (charitable organization) (since July 2020); 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); President, Chief Executive Officer and Director, The Pew Charitable Trusts (charitable organization) (1994–2020)     73     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)     73    

 

Officers4    
Name, Year of Birth,
Position with the Trust/
Corporation and
Length of Time Served5
  Business Experience and Directorships During the Past Five Years

Hepsen Uzcan6 (1974)

 

President and Chief Executive Officer, 2017–present

  Managing Director3, DWS; Secretary, DWS USA Corporation (2018–present); Assistant Secretary, DWS Distributors, Inc. (2018–present); Director and Vice President, DWS Service Company (2018–present); Assistant Secretary, DWS Investment Management Americas, Inc. (2018–present); Director and President, DB Investment Managers, Inc. (2018–present); President and Chief Executive Officer, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2017–present); formerly: Vice President for the Deutsche funds (2016–2017); Assistant Secretary for the DWS funds (2013–2019); Assistant Secretary, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2013–2020); Directorships: Interested Director, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (since June 25, 2020); ICI Mutual Insurance Company (since October 16, 2020); and Episcopalian Charities of New York (2018–present)

John Millette7 (1962)

 

Vice President and Secretary, 1999–present

  Director,3 DWS; Chief Legal Officer, DWS Investment Management Americas, Inc. (2015–present); Director and Vice President, DWS Trust Company (2016–present); Secretary, DBX ETF Trust (2020–present); Secretary, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2011–present); formerly: Secretary, Deutsche Investment Management Americas Inc. (2015–2017); Assistant Secretary, DBX ETF Trust (2019–2020); Assistant Secretary (July 14, 2006–December 31, 2010) and Secretary (January 31, 2006–July 13, 2006), The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc.

Ciara Crawford8 (1984)

 

Assistant Secretary, (2019–present)

  Associate, DWS (since 2015); previously, Legal Assistant at Accelerated Tax Solutions.

Diane Kenneally7 (1966)

 

Chief Financial Officer and Treasurer, 2018–present

  Director,3 DWS; Treasurer, Chief Financial Officer and Controller, DBX ETF Trust (2019–present); Treasurer and Chief Financial Officer, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2018–present); formerly: Assistant Treasurer for the DWS funds (2007–2018)

Paul Antosca7 (1957)

 

Assistant Treasurer, 2007–present

  Director,3 DWS; and Assistant Treasurer, DBX ETF Trust (2019–present)

Sheila Cadogan7 (1966)

 

Assistant Treasurer, 2017–present

  Director,3 DWS; Director and Vice President, DWS Trust Company (2018–present); Assistant Treasurer, DBX ETF Trust (2019–present); Assistant Treasurer, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2018–present)

Scott D. Hogan7 (1970)

 

Chief Compliance Officer, 2016–present

  Director,3 DWS; Chief Compliance Officer, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2016–present)

Caroline Pearson7 (1962)

 

Chief Legal Officer, 2010–present

  Managing Director3, DWS; Assistant Secretary, DBX ETF Trust (2020–present); Chief Legal Officer, DBX Advisors LLC and DBX Strategic Advisors LLC (2020–present); Chief Legal Officer, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2012–present); formerly: Secretary, Deutsche AM Distributors, Inc. (2002–2017); and Secretary, Deutsche AM Service Company (2010–2017)

 

Deutsche DWS Variable Series II —

DWS Small Mid Cap Value VIP

  |   25


Name, Year of Birth,
Position with the Trust/
Corporation and
Length of Time Served5
  Business Experience and Directorships During the Past Five Years

Michelle Goveia-Pine6 (1970)

 

Interim Anti-Money Laundering Compliance Officer,

since July 10, 2020

  Director,3 DWS; Interim AML Officer, DWS Trust Company (since July 28, 2020); Interim AML Officer, DBX ETF Trust (since July 9, 2020); Interim AML Officer, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (since July 24, 2020)

 

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: 875 Third Avenue, New York, NY 10022.

 

7 

Address: 100 Summer Street, Boston, MA 02110.

 

8 

Address: 5022 Gate Parkway, Suite 400, Jacksonville, FL 32256.

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


LOGO  

VS2SMCV-2 (R-025829-10 2/21)

 

   
  (b) Not applicable
   
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
2020 $462,792 $0 $68,453 $0
2019 $554,948 $0 $92,483 $0

The above “Tax Fees” were billed for professional services rendered for tax preparation.

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
2020 $0 $650,763 $0
2019 $0 $740,482 $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)
2020 $68,453 $650,763 $0 $719,216
2019 $92,483 $740,482 $0 $832,965

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 2019 and 2020 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 various covered persons within EY’s 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. 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.

 

   
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 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: 2/12/2021

 

 

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: 2/12/2021
   
   
   
By:

/s/Diane Kenneally

Diane Kenneally

Chief Financial Officer and Treasurer

   
Date: 2/12/2021
   

 

EX-99.CODE ETH 2 codeofethics.htm CODE OF ETHICS

DWS

Principal Executive and Principal Financial Officer Code of Ethics

 

For the Registered Management Investment Companies Listed on Appendix A

 

Effective Date

January 31, 2005

 

Date Last Reviewed

April 14, 2020

 

Table of Contents

I.   Overview 3
II.   Purposes of the Officer Code 3
III.   Responsibilities of Covered Officers 4
A.   Honest and Ethical Conduct 4
B.   Conflicts of Interest 4
C.   Use of Personal Fund Shareholder Information 6
D.   Public Communications 6
E.   Compliance with Applicable Laws, Rules and Regulations 7
IV.   Violation Reporting 7
A.   Overview 7
B.   How to Report 8
C.   Process for Violation Reporting to the Fund Board 8
D.   Sanctions for Code Violations 8
V.   Waivers from the Officer Code 8
VI.   Amendments to the Code 9
VII.   Acknowledgement and Certification of Adherence to the Officer Code 9
VIII.   Scope of Responsibilities 9
IX.   Recordkeeping 9
X.   Confidentiality 9
Appendices 11
Appendix A: List of Officers Covered under the Code, by Board 11
Appendix B: Acknowledgement and Certification 12
Appendix C:  Definitions 14

 

 

I.Overview

 

This Principal Executive Officer and Principal Financial Officer Code of Ethics (“Officer Code”) sets forth the policies, practices, and values expected to be exhibited in the conduct of the Principal Executive Officers and Principal Financial Officers of the investment companies (each a “Fund” and together, the “Funds”) they serve (“Covered Officers”). A list of Covered Officers and Funds is included on Appendix A.

 

The Boards of the Funds listed on Appendix A have elected to implement the Officer Code, pursuant to Section 406 of the Sarbanes-Oxley Act of 2002 and the SEC’s rules thereunder, to promote and demonstrate honest and ethical conduct in their Covered Officers.

 

DWS represents the asset management activities conducted by DWS Investment Management Americas, Inc., DWS International GmbH or their affiliates that may serve as investment adviser to each Fund. All Covered Officers are also employees of DWS. Thus, in addition to adhering to the Officer Code, these individuals must comply with DWS policies and procedures, such as the DWS Code of Ethics governing personal trading activities, as adopted pursuant to Rule 17j-1 under the Investment Company Act of 1940.1 In addition, such individuals also must comply with other applicable Fund policies and procedures.

 

The DWS Compliance Officer, who shall not be a Covered Officer and who shall serve as such subject to the approval of the Fund’s Board (or committee thereof), is primarily responsible for implementing and enforcing this Code. The DWS Compliance Officer has the authority to interpret this Officer Code and its applicability to particular circumstances. Any questions about the Officer Code should be directed to the DWS Compliance Officer.

 

The DWS Compliance Officer and his or her contact information can be found in Appendix A.

 

II.Purposes of the Officer Code

 

The purposes of the Officer Code are to deter wrongdoing and to:

 

·promote honest and ethical conduct among Covered Officers, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

 

·promote full, fair, accurate, timely and understandable disclosures in reports and documents that the Funds file with or submit to the SEC (and in other public communications from the Funds) and that are within the Covered Officer’s responsibilities;

 

·promote compliance with applicable laws, rules and regulations;

 

·encourage the prompt internal reporting of violations of the Officer Code to the DWS Compliance Officer; and

 

·establish accountability for adherence to the Officer Code.

 

Any questions about the Officer Code should be referred to the DWS Compliance Officer.

 

III.Responsibilities of Covered Officers

A.       Honest and Ethical Conduct

 

It is the duty of every Covered Officer to encourage and demonstrate honest and ethical conduct, as well as adhere to and require adherence to the Officer Code and any other applicable policies and procedures designed to promote this behavior. Covered Officers must at all times conduct themselves with integrity and distinction, putting first the interests of the Fund(s) they serve. Covered Officers must be honest and candid while maintaining confidentiality of information where required by law, DWS policy or Fund policy.

 

Covered Officers also must, at all times, act in good faith, responsibly and with due care, competence and diligence, without misrepresenting or being misleading about material facts or allowing their independent judgment to be subordinated. Covered Officers also should maintain skills appropriate and necessary for the performance of their duties for the Fund(s). Covered Officers also must responsibly use and control all Fund assets and resources entrusted to them.

 

Covered Officers may not retaliate against others for, or otherwise discourage the reporting of, actual or apparent violations of the Officer Code or applicable laws or regulations. Covered Officers should create an environment that encourages the exchange of information, including concerns of the type that this Code is designed to address.

 

B.       Conflicts of Interest

 

A “conflict of interest” occurs when a Covered Officer’s personal interests interfere with the interests of the Fund for which he or she serves as an officer. Covered Officers may not improperly use their position with a Fund for personal or private gain to themselves, their family, or any other person. Similarly, Covered Officers may not use their personal influence or personal relationships to influence decisions or other Fund business or operational matters where they would benefit personally at the Fund’s expense or to the Fund’s detriment. Covered Officers may not cause the Fund to take action, or refrain from taking action, for their personal benefit at the Fund’s expense or to the Fund’s detriment. Some examples of conflicts of interest follow (this is not an all-inclusive list): being in the position of supervising, reviewing or having any influence on the job evaluation, pay or benefit of any immediate family member who is an employee of a Fund service provider or is otherwise associated with the Fund; or having an ownership interest in, or having any consulting or employment relationship with, any Fund service provider other than DWS or its affiliates.

 

Certain conflicts of interest covered by this Code arise out of the relationships between Covered Officers and the Fund that already are subject to conflict of interest provisions in the Investment Company Act and the Investment Advisers Act. For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with the Fund because of their status as “affiliated persons” of the Fund. Covered Officers must comply with applicable laws and regulations. Therefore, any violations of existing statutory and regulatory prohibitions on individual behavior could be considered a violation of this Code.

 

As to conflicts arising from, or as a result of the advisory relationship (or any other relationships) between the Fund and DWS, of which the Covered Officers are also officers or employees, it is recognized by the Board that, subject to DWS’s fiduciary duties to the Fund, the Covered Officers will in the normal course of their duties (whether formally for the Fund or for DWS, or for both) be involved in establishing policies and implementing decisions which will have different effects on DWS and the Fund. The Board recognizes that the participation of the Covered Officers in such activities is inherent in the contract relationship between the Fund and DWS, and is consistent with the expectation of the Board of the performance by the Covered Officers of their duties as officers of the Fund.

 

Covered Officers should avoid actual conflicts of interest, and appearances of conflicts of interest, between the Covered Officer’s duties to the Fund and his or her personal interests beyond those contemplated or anticipated by applicable regulatory schemes. If a Covered Officer suspects or knows of a conflict or an appearance of one, the Covered Officer must immediately report the matter to the DWS Compliance Officer. If a Covered Officer, in lieu of reporting such a matter to the DWS Compliance Officer, may report the matter directly to the Fund’s Board (or committee thereof), as appropriate (e.g., if the conflict involves the DWS Compliance Officer or the Covered Officer reasonably believes it would be futile to report the matter to the DWS Compliance Officer).

 

When actual, apparent or suspected conflicts of interest arise in connection with a Covered Officer, DWS personnel aware of the matter should promptly contact the DWS Compliance Officer. There will be no reprisal or retaliation against the person reporting the matter.

 

Upon receipt of a report of a possible conflict, the DWS Compliance Officer will take steps to determine whether a conflict exists. In so doing, the DWS Compliance Officer may take any actions he or she determines to be appropriate in his or her sole discretion and may use all reasonable resources, including retaining or engaging legal counsel, accounting firms or other consultants, subject to applicable law.2 The costs associated with such actions may be borne by the Fund, if appropriate, after consultation with the Fund’s Board (or committee thereof). Otherwise, such costs will be borne by DWS or other appropriate Fund service provider.

 

After full review of a report of a possible conflict of interest, the DWS Compliance Officer may determine that no conflict or reasonable appearance of a conflict exists. If, however, the DWS Compliance Officer determines that an actual conflict exists, the Compliance Officer will resolve the conflict solely in the interests of the Fund, and will report the conflict and its resolution to the Fund’s Board (or committee thereof). If the DWS Compliance Officer determines that the appearance of a conflict exists, the DWS Compliance Officer will take appropriate steps to remedy such appearance. In lieu of determining whether a conflict exists and/or resolving a conflict, the DWS Compliance Officer instead may refer the matter to the Fund’s Board (or committee thereof), as appropriate. However, the DWS Compliance Officer must refer the matter to the Fund’s Board (or committee thereof) if the DWS Compliance Officer is directly involved in the conflict or under similar appropriate circumstances.

 

After responding to a report of a possible conflict of interest, the DWS Compliance Officer will discuss the matter with the person reporting it (and with the Covered Officer at issue, if different) for purposes of educating those involved on conflicts of interests (including how to detect and avoid them, if appropriate).

 

Appropriate resolution of conflicts may restrict the personal activities of the Covered Officer and/or his family, friends or other persons.

 

Solely because a conflict is disclosed to the DWS Compliance Officer (and/or the Board or Committee thereof) and/or resolved by the DWS Compliance Officer does not mean that the conflict or its resolution constitutes a waiver from the Code’s requirements.

 

Any questions about conflicts of interests, including whether a particular situation might be a conflict or an appearance of one, should be directed to the DWS Compliance Officer.

 

C.       Use of Personal Fund Shareholder Information

 

A Covered Officer may not use or disclose personal information about Fund shareholders, except in the performance of his or her duties for the Fund. Each Covered Officer also must abide by the Funds’ and DWS’s privacy policies under SEC Regulation S-P.

 

D.       Public Communications

 

In connection with his or her responsibilities for or involvement with a Fund’s public communications and disclosure documents (e.g., shareholder reports, registration statements, press releases), each Covered Officer must provide information to Fund service providers (within the DWS organization or otherwise) and to the Fund’s Board (and any committees thereof), independent auditors, government regulators and self-regulatory organizations that is fair, accurate, complete, objective, relevant, timely and understandable.

 

Further, within the scope of their duties, Covered Officers having direct or supervisory authority over Fund disclosure documents or other public Fund communications will, to the extent appropriate within their area of responsibility, endeavor to ensure full, fair, timely, accurate and understandable disclosure in Fund disclosure documents. Such Covered Officers will oversee, or appoint others to oversee, processes for the timely and accurate creation and review of all public reports and regulatory filings. Within the scope of his or her responsibilities as a Covered Officer, each Covered Officer also will familiarize himself or herself with the disclosure requirements applicable to the Fund, as well as the business and financial operations of the Fund. Each Covered Officer also will adhere to, and will promote adherence to, applicable disclosure controls, processes and procedures, including DWS’s Disclosure Controls and Procedures, which govern the process by which Fund disclosure documents are created and reviewed.

 

To the extent that Covered Officers participate in the creation of a Fund’s books or records, they must do so in a way that promotes the accuracy, fairness and timeliness of those records.

 

E.        Compliance with Applicable Laws, Rules and Regulations

 

In connection with his or her duties and within the scope of his or her responsibilities as a Covered Officer, each Covered Officer must comply with governmental laws, rules and regulations, accounting standards, and Fund policies/procedures that apply to his or her role, responsibilities and duties with respect to the Funds (“Applicable Laws”). These requirements do not impose on Covered Officers any additional substantive duties. Additionally, Covered Officers should promote compliance with Applicable Laws.

 

If a Covered Officer knows of any material violations of Applicable Laws or suspects that such a violation may have occurred, the Covered Officer is expected to promptly report the matter to the DWS Compliance Officer.

 

IV.Violation Reporting

A.       Overview

Each Covered Officer must promptly report to the DWS Compliance Officer, and promote the reporting of, any known or suspected violations of the Officer Code. Failure to report a violation may be a violation of the Officer Code.

 

Examples of violations of the Officer Code include, but are not limited to, the following:

·Unethical or dishonest behavior
·Obvious lack of adherence to policies surrounding review and approval of public communications and regulatory filings
·Failure to report violations of the Officer Code
·Known or obvious deviations from Applicable Laws
·Failure to acknowledge and certify adherence to the Officer Code

 

The DWS Compliance Officer has the authority to take any and all action he or she considers appropriate in his or her sole discretion to investigate known or suspected Code violations, including consulting with the Fund’s Board, the independent Board members, a Board committee, the Fund’s legal counsel and/or counsel to the independent Board members. The Compliance Officer also has the authority to use all reasonable resources to investigate violations, including retaining or engaging legal counsel, accounting firms or other consultants, subject to applicable law.3 The costs associated with such actions may be borne by the Fund, if appropriate, after consultation with the Fund’s Board (or committee thereof). Otherwise, such costs will be borne by DWS.

 

B.How to Report

Any known or suspected violations of the Officer Code must be promptly reported to the DWS Compliance Officer.

 

C.Process for Violation Reporting to the Fund Board

 

The DWS Compliance Officer will promptly report any violations of the Code to the Fund’s Board (or committee thereof).

 

D.Sanctions for Code Violations

 

Violations of the Code will be taken seriously. In response to reported or otherwise known violations, DWS and the relevant Fund’s Board may impose sanctions within the scope of their respective authority over the Covered Officer at issue. Sanctions imposed by DWS could include termination of employment. Sanctions imposed by a Fund’s Board could include termination of association with the Fund.

 

V.Waivers from the Officer Code

 

A Covered Officer may request a waiver from the Officer Code by transmitting a written request for a waiver to the DWS Compliance Officer.4 The request must include the rationale for the request and must explain how the waiver would be in furtherance of the standards of conduct described in and underlying purposes of the Officer Code. The DWS Compliance Officer will present this information to the Fund’s Board (or committee thereof). The Board (or committee) will determine whether to grant the requested waiver. If the Board (or committee) grants the requested waiver, the DWS Compliance Officer thereafter will monitor the activities subject to the waiver, as appropriate, and will promptly report to the Fund’s Board (or committee thereof) regarding such activities, as appropriate.

 

The DWS Compliance Officer will coordinate and facilitate any required public disclosures of any waivers granted or any implicit waivers.

 

VI.Amendments to the Code

 

The DWS Compliance Officer will review the Officer Code from time to time for its continued appropriateness and will propose any amendments to the Fund’s Board (or committee thereof) on a timely basis. In addition, the Board (or committee thereof) will review the Officer Code at least annually for its continued appropriateness and may amend the Code as necessary or appropriate.

 

The DWS Compliance Officer will coordinate and facilitate any required public disclosures of Code amendments.

 

VII.Acknowledgement and Certification of Adherence to the Officer Code

 

Each Covered Officer must sign a statement upon appointment as a Covered Officer and annually thereafter acknowledging that he or she has received and read the Officer Code, as amended or updated, and confirming that he or she has complied with it (see Appendix B: Acknowledgement and Certification of Obligations Under the Officer Code).

 

Understanding and complying with the Officer Code and truthfully completing the Acknowledgement and Certification Form is each Covered Officer’s obligation.

 

The DWS Compliance Officer will maintain such Acknowledgements in the Fund’s books and records.

 

VIII.Scope of Responsibilities

 

A Covered Officer’s responsibilities under the Officer Code are limited to:

 

(1)Fund matters over which the Officer has direct responsibility or control, matters in which the Officer routinely participates, and matters with which the Officer is otherwise involved (i.e., matters within the scope of the Covered Officer’s responsibilities as a Fund officer); and
(2)Fund matters of which the Officer has actual knowledge.

 

IX.Recordkeeping

 

The DWS Compliance Officer will create and maintain appropriate records regarding the implementation and operation of the Officer Code, including records relating to conflicts of interest determinations and investigations of possible Code violations.

 

X.Confidentiality

 

All reports and records prepared or maintained pursuant to this Officer Code shall be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Officer Code, such matters shall not be disclosed to anyone other than the DWS Compliance Officer, the Fund’s Board (or committee thereof), legal counsel, independent auditors, and any consultants engaged by the Compliance Officer.

Appendices

Appendix A: List of Officers Covered under the Code, by Board

 

Fund Board Principal Executive Officer Principal Financial Officer Treasurer
DWS Funds Hepsen Uzcan Diane Kenneally Diane Kenneally
Germany Funds* Hepsen Uzcan Diane Kenneally Diane Kenneally

 

*The Central and Eastern Europe Fund, Inc., The European Equity Fund, Inc. and

The New Germany Fund, Inc.

 

DWS Compliance Officer:

 

Scott Hogan

Chief Compliance Officer of the DWS Funds/Germany Funds

Phone: (617) 295-3986

Email: scott-d.hogan@dws.com

 

As of: April 14, 2020

Appendix B: Acknowledgement and Certification

 

 

Initial Acknowledgement and Certification

of Obligations Under the Officer Code

 

 

Print Name Department Location Telephone

 

1.I acknowledge and certify that I am a Covered Officer under the DWS Principal Executive and Financial Officer Code of Ethics (“Officer Code”), and therefore subject to all of its requirements and provisions.
2.I have received and read the Officer Code and I understand the requirements and provisions set forth in the Officer Code.
3.I have disclosed any conflicts of interest of which I am aware to the DWS Compliance Officer.
4.I will act in the best interest of the Funds for which I serve as an officer and have maintained the confidentiality of personal information about Fund shareholders.
5.I will report any known or suspected violations of the Officer Code in a timely manner to the DWS Compliance Officer.

 

 

______________________________ ____________________

Signature Date

 

Annual Acknowledgement and Certification

of Obligations Under the Officer Code

 

 

 

Print Name Department Location Telephone

 

 

1.I acknowledge and certify that I am a Covered Officer under the DWS Principal Executive and Financial Officer Code of Ethics (“Officer Code”), and therefore subject to all of its requirements and provisions.
2.I have received and read the Officer Code, and I understand the requirements and provisions set forth in the Officer Code.
3.I have adhered to the Officer Code.
4.I have not knowingly been a party to any conflict of interest, nor have I had actual knowledge about actual or apparent conflicts of interest that I did not report to the DWS Compliance Officer in accordance with the Officer Code’s requirements.
5.I have acted in the best interest of the Funds for which I serve as an officer and have maintained the confidentiality of personal information about Fund shareholders.
6.With respect to the duties I perform for the Fund as a Fund officer, I believe that effective processes are in place to create and file public reports and documents in accordance with applicable regulations.
7.With respect to the duties I perform for the Fund as a Fund officer, I have complied to the best of my knowledge with all Applicable Laws (as that term is defined in the Officer Code) and have appropriately monitored those persons under my supervision for compliance with Applicable Laws.
8.I have reported any known or suspected violations of the Officer Code in a timely manner to the DWS Compliance Officer.

 

 

______________________________ ____________________

Signature Date

Appendix C: Definitions

 

Principal Executive Officer

Individual holding the office of President of the Fund or series of Funds, or a person performing a similar function.

 

Principal Financial Officer

Individual holding the office of Treasurer of the Fund or series of Funds, or a person performing a similar function.

 

Registered Investment Management Investment Company

Registered investment companies other than a face-amount certificate company or a unit investment trust.

 

Waiver

A waiver is an approval of an exemption from a Code requirement.

 

Implicit Waiver

An implicit waiver is the failure to take action within a reasonable period of time regarding a material departure from a requirement or provision of the Officer Code that has been made known to the DWS Compliance Officer or the Fund’s Board (or committee thereof).


1 The obligations imposed by the Officer Code are separate from, and in addition to, any obligations imposed under codes of ethics adopted pursuant to Rule 17j-1 under the Investment Company Act of 1940, and any other code of conduct applicable to Covered Officers in whatever capacity they serve. The Officer Code does not incorporate any of those other codes and, accordingly, violations of those codes will not necessarily be considered violations of the Officer Code and waivers granted under those codes would not necessarily require a waiver to be granted under this Code. Sanctions imposed under those codes may be considered in determining appropriate sanctions for any violation of this Code.

2 For example, retaining a Fund’s independent accounting firm may require pre-approval by the Fund’s audit committee.

3 For example, retaining a Fund’s independent accounting firm may require pre-approval by the Fund’s audit committee.

4 Of course, it is not a waiver of the Officer Code if the Fund’s Board (or committee thereof) determines that a matter is not a deviation from the Officer Code’s requirements or is otherwise not covered by the Code.

EX-99.CERT 3 ex99cert.htm CERTIFICATION

President

Form N-CSR Certification under Sarbanes Oxley Act

 

I, Hepsen Uzcan, certify that:

 

1) I have reviewed this report, filed on behalf of Deutsche DWS Variable Series II, on Form N-CSR;
     
2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
     
3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
     
4) The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
     
  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
     
  d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
     
5) The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
     
  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and
     
  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting
       

 

2/12/2021 /s/Hepsen Uzcan
  Hepsen Uzcan
  President

 

 

 

 

 

 

Chief Financial Officer and Treasurer

Form N-CSR Certification under Sarbanes Oxley Act

 

I, Diane Kenneally, certify that:

 

1) I have reviewed this report, filed on behalf of Deutsche DWS Variable Series II, on Form N-CSR;
     
2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
     
3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
     
4) The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
     
  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
     
  d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
     
5) The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
     
  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and
     
  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting
       

 

2/12/2021 /s/Diane Kenneally
  Diane Kenneally
  Chief Financial Officer and Treasurer

 

EX-99.906 CERT 4 ex99906cert.htm 906 CERTIFICATION

President

 

 

Section 906 Certification under Sarbanes Oxley Act

 

 

I, Hepsen Uzcan, certify that:

 

1. I have reviewed this report, filed on behalf of Deutsche DWS Variable Series II, on Form N-CSR;
   
2. Based on my knowledge and pursuant to 18 U.S.C. § 1350, the periodic report on Form N-CSR (the “Report”) fully complies with the requirements of § 13 (a) or § 15 (d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

2/12/2021 /s/Hepsen Uzcan
  Hepsen Uzcan
  President

 

 

 

Chief Financial Officer and Treasurer

 

Section 906 Certification under Sarbanes Oxley Act

 

 

I, Diane Kenneally, certify that:

 

1. I have reviewed this report, filed on behalf of Deutsche DWS Variable Series II, on Form N-CSR;
   
2. Based on my knowledge and pursuant to 18 U.S.C. § 1350, the periodic report on Form N-CSR (the “Report”) fully complies with the requirements of § 13 (a) or § 15 (d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

2/12/2021 /s/Diane Kenneally
  Diane Kenneally
  Chief Financial Officer and Treasurer

 

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