INTERNAL CONTROL RPT

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, DWS Small Mid
Cap Value VIP, DWS International Growth VIP,
DWS High Income VIP, DWS Global Equity
VIP, DWS CROCI(r) U.S. VIP, DWS
Government Money Market VIP, DWS Small
Mid Cap Growth VIP and DWS Alternative
Asset Allocation VIP:

In planning and performing our audit of the
financial statements of DWS Global Income
Builder VIP, DWS Small Mid Cap Value VIP,
DWS International Growth VIP, DWS High
Income VIP, DWS Global Equity VIP, DWS
CROCI(r) U.S. VIP, DWS Government Money
Market VIP, DWS Small Mid Cap Growth VIP
and DWS Alternative Asset Allocation VIP (the
"Funds") (nine of the funds constituting
Deutsche DWS Variable Series II (the "Trust"),
as of and for the year ended December 31, 2020,
in accordance with the standards of the Public
Company Accounting Oversight Board (United
States), we considered the Trust's internal
control over financial reporting, including
controls over safeguarding securities, as a basis
for designing our auditing procedures for the
purpose of expressing our opinion on the
financial statements and to comply with the
requirements of Form N-CEN, 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.

The management of the Trust is responsible for
establishing and maintaining effective internal
control over financial reporting. In fulfilling this
responsibility, estimates and judgments by
management are required to assess the expected
benefits and related costs of controls. A
company's internal control over financial
reporting is a process designed to provide
reasonable assurance regarding the reliability of
financial reporting and the preparation of
financial statements for external purposes in
accordance with U.S. generally accepted
accounting principles. A company's internal
control over financial reporting includes those
policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2)
provide reasonable assurance that transactions
are recorded as necessary to permit preparation
of financial statements in accordance with U.S.
generally accepted accounting principles, and
that receipts and expenditures of the company
are being made only in accordance with
authorizations of management and directors of
the company; and (3) provide reasonable
assurance regarding prevention or timely
detection of unauthorized acquisition, use or
disposition of a company's assets that could
have a material effect on the financial
statements.

Because of its inherent limitations, internal
control over financial reporting may not prevent
or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are
subject to the risk that controls may become
inadequate because of changes in conditions, or
that the degree of compliance with the policies
or procedures may deteriorate.

A deficiency in internal control over financial
reporting exists when the design or operation of
a control does not allow management or
employees, in the normal course of performing
their assigned functions, to prevent or detect
misstatements on a timely basis. A material
weakness is a deficiency, or a combination of
deficiencies, in internal control over financial
reporting, such that there is a reasonable
possibility that a material misstatement of the
company's annual or interim financial
statements will not be prevented or detected on a
timely basis.

Our consideration of the Trust's internal control
over financial reporting was for the limited
purpose described in the first paragraph and
would not necessarily disclose all deficiencies in
internal control that might be material
weaknesses under standards established by the
Public Company Accounting Oversight Board
(United States). However, we noted no
deficiencies in the Trust's internal control over
financial reporting and its operation, including
controls over safeguarding securities that we
consider to be a material weakness as defined
above as of December 31, 2020.

This report is intended solely for the information
and use of management and the Board of
Trustees of Deutsche DWS Variable Series II
and the Securities and Exchange Commission
and is not intended to be and should not be used
by anyone other than these specified parties.


/s/ Ernst & Young LLP

Boston, Massachusetts
February 12, 2021

LEGAL PROCEEDINGS

Item G.1.a.i - Deutsche DWS Variable Series II
(formerly DWS Variable Series II)

On December 7, 2010, Deutsche DWS Variable
Series II (formerly DWS Variable Series II) (the
"Trust") was named as a defendant in the First
Amended Complaint filed by the Official
Committee of Unsecured Creditors in the U.S.
Bankruptcy Court for the District of Delaware in the
lawsuit styled Official Committee of Unsecured
Creditors of Tribune Company, et al., v. Fitzsimons
et al. (the "Lawsuit").  The Lawsuit arises out of a
leveraged buyout transaction ("LBO") in 2007 by
which loans were made to the Tribune Company to
fund the LBO and shares of the Tribune Company
held by shareholders were tendered for or were
converted to a right to receive cash.  Following the
completion of the LBO in 2007, the Tribune
Company filed for bankruptcy.  The Lawsuit seeks
to recover all payments made to the shareholders in
the LBO.  The Lawsuit has been consolidated in a
multi-district litigation (the "Tribune MDL") in the
United States District Court for the Southern
District of New York, case no. 12-MC-2296 (the
"District Court").  At the outset of the Lawsuit, the
District Court issued a scheduling order which
stayed all substantive proceedings in the Lawsuit
until after the decision on motions to dismiss based
on certain defenses common to the defendants filed
in related cases.

On September 23, 2013, the District Court entered
an order granting the defendants' motion to dismiss
in certain of those related cases (the "Bondholder
Actions") due to the pendency of the Lawsuit
seeking recoveries on similar grounds, and the
plaintiffs in Bondholder Actions appealed that order
to the United States Court of Appeals for the
Second Circuit.  On April 25, 2014, the District
Court entered an order governing the upcoming
stage of the Lawsuit, which directed Ropes & Gray,
as Liaison Counsel to the Shareholder Defendants,
to file a global motion to dismiss (the "Global
Motion to Dismiss") the Lawsuit on behalf of all
shareholder defendants named in Exhibit A to the
current Fifth Amended Complaint (including the
Trust).  The Global Motion to Dismiss was filed on
May 23, 2014.

On March 29, 2016, the Second Circuit, in a
unanimous opinion, affirmed the District Court's
dismissal of the Bondholder Actions.  The
Bondholder Actions plaintiffs subsequently filed a
petition for rehearing, which the Second Circuit
denied on July 22, 2016.  On September 9, 2016,
the Bondholder Actions plaintiffs filed a petition for
a writ of certiorari of the Second Circuit's decision
in the U.S. Supreme Court.

On January 6, 2017, the District Court granted the
Global Motion to Dismiss, dismissing the only
claim asserted against the shareholder defendants
named in the Lawsuit, and denied the plaintiff's
request for leave to amend the Complaint.

On April 3, 2018, Supreme Court Justices Kennedy
and Thomas issued a Statement indicating that
consideration of the petition for certiorari in the
Bondholder Actions "will be deferred for an
additional period of time" because of the possibility
that "there might not be a quorum" of Justices
available to consider those cases.  The Statement
also said that this deferral would allow the Second
Circuit or the District Court to consider whether to
recall the mandate, entertain a motion to vacate the
earlier judgment, or provide any other available
relief in light of the Supreme Court's decision in
another case, FTI Consulting, Inc. v. Merit
Management Group, 830 F.3d 690 (7th Cir. 2016)
("Merit Mgmt.").  On April 10, 2018, the
Bondholder Actions plaintiffs filed a motion
requesting that the Second Circuit recall its
mandate, vacate its affirmation of the District
Court's dismissal of their claims, and remand the
Bondholder Actions to the District Court for further
proceedings.    On May 15, 2018, the Second
Circuit granted plaintiffs' motion to recall the
court's mandate "in anticipation of further panel
review." On December 19, 2019, the Second Circuit
affirmed its prior dismissal of the Bondholder
Actions plaintiffs' claims, notwithstanding the
Supreme Court's decision in Merit Mgmt. On
January 2, 2020, the Bondholder Actions plaintiffs
filed a motion requesting that the Second Circuit
panel reconsider that ruling or that the full Second
Circuit review the opinion en banc (the
"Reconsideration Motion"). On February 6, 2020,
the Second Circuit denied the Reconsideration
Motion.  On July 6, 2020, the plaintiffs filed a
further petition for a writ of certiorari in the U.S.
Supreme Court.  The defendants filed a brief in
opposition with the U.S. Supreme Court on August
26, 2020.  The plaintiffs filed a reply brief with the
U.S. Supreme Court on September 8, 2020.  By
order dated October 5, 2020, the U.S. Supreme
Court (with Justice Alito recused) invited the U.S.
Solicitor General to file a brief expressing the
Solicitor General's views on the petition for a writ
of certiorari.  The Solicitor General is likely to file
the invited brief no later than early summer 2021.

On April 4, 2019, the plaintiff in the Lawsuit filed a
motion to amend his complaint to add constructive
fraudulent conveyance claims against shareholder
defendants based on an alleged change in governing
law resulting from the Supreme Court's decision in
Merit Mgmt.  On April 23, 2019, the District Court
denied that motion.  On July 15, 2019, the plaintiff
in the Lawsuit filed a notice of appeal to the Second
Circuit for these District Court rulings in the
Lawsuit.  The parties have briefed the issues on
appeal, and the Second Circuit heard oral argument
on August 24, 2020.  This appeal remains pending
before the Second Circuit.

We express no opinion on the likely outcome of
these matters. Management is currently assessing
the Lawsuit and has not yet determined the effect, if
any, on any series of the Trust.