Common use of Quality and Extent of Services Clause in Contracts

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, XXXX provides portfolio management services to the Fund and that, pursuant to a separate administrative services agreement, DIMA provides administrative services to the Fund. The Board considered the experience and skills of senior management and investment personnel and the resources made available to such personnel. The Board reviewed the Fund’s performance over short-term and long-term periods and compared those returns to various agreed-upon performance measures, including a peer universe compiled using information supplied by iMoneyNet, an independent fund data service. The Board also noted that it has put into place a process of identifying “Funds in Review” (e.g., funds performing poorly relative to a peer universe), and receives additional reporting from XXXX regarding such funds and, where appropriate, XXXX’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- and three-year periods ended December 31, 2018, the Fund’s gross performance (Capital Shares) was in the 4th 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). 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 that incorporated certain Environmental, Social and Corporate Governance (“ESG”) factors and considerations into the Fund’s investment strategy, and a related change to the Fund’s name, effective September 4, 2018. The Board recognized the efforts by XXXX in recent years to enhance its investment platform and improve long-term performance across the DWS fund complex.

Quality and Extent of Services. The Board considered the terms of the AgreementAgreements, including the scope of advisory services provided under the AgreementAgreements. The Board noted that, under the AgreementAgreements, XXXX provides 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 XXXX in sponsoring or managing the Fund, including financial, operational and reputational risks, the potential economic impact to XXXX from such risks and XXXX’s approach to addressing such risks. Throughout the course of the year, the Board also received information regarding XXXX’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 iMoneyNetMorningstar 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 XXXX regarding such funds and, where appropriate, XXXX’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- one-, three- and threefive-year periods ended December 31, 20182020, the Fund’s gross performance (Capital SharesClass A shares) was in the 3rd quartile, 4th quartile and 1st 4th quartile, respectively, of the applicable iMoneyNet Morningstar universe (the 1st quartile being the best performers and the 4th quartile being the worst performers). The Board also observed that the Fund has outperformed its benchmark in the one-year period and has underperformed its benchmark in the three- and five-year periods ended December 31, 2020. The Board noted the disappointing investment performance of the Fund in recent periods and continued to discuss with senior management of DIMA XXXX and RREEF the factors contributing to such underperformance and actions being taken to improve performance. The Board noted changes observed that incorporated certain Environmental, Social and Corporate Governance (“ESG”) factors and considerations into the Fund’s investment strategy, and a related change to Fund had experienced improved relative performance during the Fund’s name, effective September 4, 2018first seven months of 2021. The Board recognized the efforts by XXXX in recent years to enhance its investment platform and improve long-term performance across the DWS fund complex.

Quality and Extent of Services. The Board considered the terms of the AgreementAgreements, including the scope of advisory services provided under the AgreementAgreements. The Board noted that, under the AgreementAgreements, XXXX provides DIMA and DWS International 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 XXXX in sponsoring or managing the Fund, including financial, operational and reputational risks, the potential economic impact to XXXX from such risks and XXXX’s approach to addressing such risks. Throughout the course of the year, the Board also received information regarding XXXX’s oversight of fund sub- advisors, including DWS International. 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 iMoneyNetMorningstar 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 XXXX regarding such funds and, where appropriate, XXXX’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- one-, three- and three-five- year periods ended December 31, 20182019, the Fund’s gross performance (Capital SharesClass A shares) was in the 4th 1st quartile and 1st quartile, respectively, of the applicable iMoneyNet Morningstar universe (the 1st quartile being the best performers and the 4th quartile being the worst performers). The Board noted the disappointing investment performance of also observed that the Fund has outperformed its benchmark in recent the one-, three- and five-year 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 that incorporated certain Environmentalended December 31, Social and Corporate Governance (“ESG”) factors and considerations into the Fund’s investment strategy, and a related change to the Fund’s name, effective September 4, 2018. The Board recognized the efforts by XXXX in recent years to enhance its investment platform and improve long-term performance across the DWS fund complex2019.

Quality and Extent of Services. The Board considered the terms of the AgreementAgreements, including the scope of advisory services provided under the AgreementAgreements. The Board noted that, under the AgreementAgreements, XXXX provides DIMA and Itaú 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 XXXX in sponsoring or managing the Fund, including financial, operational and reputational risks, the potential economic impact to XXXX from such risks and XXXX’s approach to addressing such risks. Throughout the course of the year, the Board also received information regarding XXXX’s oversight of fund sub-advisors, including Itaú. 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 iMoneyNetMorningstar 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 XXXX regarding such funds and, where appropriate, XXXX’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- one-, three- and threefive-year periods ended December 31, 20182021, the Fund’s gross performance (Capital SharesClass A shares) was in the 4th 2nd quartile, 1st quartile and 1st quartile, respectively, of the applicable iMoneyNet Morningstar universe (the 1st quartile being the best performers and the 4th quartile being the worst performers). The Board also observed that the Fund has outperformed its benchmark in the three- and five-year periods and has underperformed its benchmark in the one-year period ended December 31, 2021. 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 disappointing investment performance contractual fee rates paid by the Fund, which include a 0.097% fee paid to XXXX under the Fund’s administrative services agreement, were higher than the median (3rd quartile) of the Fund in recent periods applicable Broadridge peer group (based on Broadridge data provided as of December 31, 2021). With respect to the sub-advisory fee paid to Itaú, the Board noted that the fee is paid by XXXX out of its fee and continued to discuss with senior management of DIMA not directly by the factors contributing to such underperformance and actions being taken to improve performanceFund. The Board noted changes that incorporated certain Environmental, Social and Corporate Governance (“ESG”) factors and considerations into the Fund’s investment strategyClass A shares total (net) operating expenses (excluding 12b-1 fees) 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, 2021, 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 XXXX 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 XXXX to a related change 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 XXXX indicated that DWS Group does not manage any institutional accounts or DWS Europe Funds comparable to the Fund’s name. On the basis of the information provided, effective September 4the Board concluded that management fees were reasonable and appropriate in light of the nature, 2018. The Board recognized the efforts quality and extent of services provided by XXXX in recent years to enhance its investment platform DIMA and improve long-term performance across the DWS fund complexItaú.

Quality and Extent of Services. The Board considered the terms of the AgreementAgreements, including the scope of advisory services provided under the AgreementAgreements. The Board noted that, under the AgreementAgreements, XXXX provides DIMA and Itau 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 XXXX in sponsoring or managing the Fund, including financial, operational and reputational risks, the potential economic impact to XXXX from such risks and XXXX’s approach to addressing such risks. Throughout the course of the year, the Board also received information regarding XXXX’s oversight of fund sub-advisors, including Itau. 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 iMoneyNetMorningstar 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 XXXX regarding such funds and, where appropriate, XXXX’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- one-, three- and threefive-year periods ended December 31, 20182022, the Fund’s gross performance (Capital SharesClass A shares) was in the 4th 1st quartile and 1st quartile, respectively, of the applicable iMoneyNet Morningstar universe (the 1st quartile being the best performers and the 4th quartile being the worst performers). The Board noted the disappointing investment performance of also observed that the Fund has outperformed its benchmark in recent the three- and five-year periods and continued to discuss with senior management of DIMA has underperformed its benchmark in the factors contributing to such underperformance and actions being taken to improve performance. The Board noted changes that incorporated certain Environmentalone-year period ended December 31, Social and Corporate Governance (“ESG”) factors and considerations into the Fund’s investment strategy, and a related change to the Fund’s name, effective September 4, 2018. The Board recognized the efforts by XXXX in recent years to enhance its investment platform and improve long-term performance across the DWS fund complex2022.

Quality and Extent of Services. The Board considered the terms of the AgreementAgreements, including the scope of advisory services provided under the AgreementAgreements. The Board noted that, under the AgreementAgreements, XXXX provides 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 XXXX in sponsoring or managing the Fund, including financial, operational and reputational risks, the potential economic impact to XXXX from such risks and XXXX’s approach to addressing such risks. Throughout the course of the year, the Board also received information regarding XXXX’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 iMoneyNetMorningstar 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 XXXX regarding such funds and, where appropriate, XXXX’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- one-, three- and threefive-year periods ended December 31, 20182019, the Fund’s gross performance (Capital SharesClass A shares) was in the 1st quartile, 4th quartile and 1st 4th quartile, respectively, of the applicable iMoneyNet Morningstar universe (the 1st quartile being the best performers and the 4th quartile being the worst performers). The Board also observed that the Fund has outperformed its benchmark in the one-year period and has underperformed its benchmark in the three- and five-year periods ended December 31, 2019. The Board noted the disappointing investment performance of the Fund in recent periods and continued to discuss with senior management of DIMA XXXX and RREEF the factors contributing to such underperformance and actions being taken to improve performance. The Board noted changes that incorporated certain Environmental, Social and Corporate Governance (“ESG”) factors and considerations into the Fund’s investment strategy, and a related change to the Fund’s name, effective September 4, 2018. The Board recognized the efforts by XXXX in recent years to enhance its investment platform and improve long-term performance across the DWS fund complex.

Quality and Extent of Services. The Board considered the terms of the AgreementAgreements, including the scope of advisory services provided under the AgreementAgreements. The Board noted that, under the AgreementAgreements, XXXX provides DIMA and DWS International 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 XXXX in sponsoring or managing the Fund, including financial, operational and reputational risks, the potential economic impact to XXXX from such risks and XXXX’s approach to addressing such risks. Throughout the course of the year, the Board also received information regarding XXXX’s oversight of fund sub-advisors, including DWS International. 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 iMoneyNetMorningstar 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 XXXX regarding such funds and, where appropriate, XXXX’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- one-, three- and threefive-year periods ended December 31, 20182020, the Fund’s gross performance (Capital SharesClass A shares) was in the 4th 3rd quartile, 3rd quartile and 1st 4th quartile, respectively, of the applicable iMoneyNet 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, 2020. The Board noted the disappointing investment performance of the Fund in recent periods and continued to discuss with senior management of DIMA XXXX and DWS International the factors contributing to such underperformance and actions being taken to improve performance. The Board noted changes observed that incorporated certain Environmental, Social and Corporate Governance (“ESG”) factors and considerations into the Fund’s investment strategy, and a related change to Fund had experienced improved relative performance during the Fund’s name, effective September 4, 2018first seven months of 2021. The Board recognized the efforts by XXXX in recent years to enhance its investment platform and improve long-term performance across the DWS fund complex.

Quality and Extent of Services. The Board considered the terms of the AgreementAgreements, including the scope of advisory services provided under the AgreementAgreements. The Board noted that, under the AgreementAgreements, XXXX provides DIMA and DWS International 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 XXXX in sponsoring or managing the Fund, including financial, operational and reputational risks, the potential economic impact to XXXX from such risks and XXXX’s approach to addressing such risks. Throughout the course of the year, the Board also received information regarding XXXX’s oversight of fund sub-advisors, including DWS International. 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 iMoneyNetMorningstar 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 XXXX regarding such funds and, where appropriate, XXXX’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- one-, three- and threefive-year periods ended December 31, 20182020, the Fund’s gross performance (Capital SharesClass A shares) was in the 4th 3rd quartile, 1st quartile and 1st quartile, respectively, of the applicable iMoneyNet Morningstar universe (the 1st quartile being the best performers and the 4th quartile being the worst performers). The Board noted the disappointing investment performance of also observed that the Fund has outperformed its benchmark in recent the one-, three- and five-year 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 that incorporated certain Environmentalended December 31, Social and Corporate Governance (“ESG”) factors and considerations into the Fund’s investment strategy, and a related change to the Fund’s name, effective September 4, 2018. The Board recognized the efforts by XXXX in recent years to enhance its investment platform and improve long-term performance across the DWS fund complex2020.

Quality and Extent of Services. The Board considered the terms of the AgreementAgreements, including the scope of advisory services provided under the AgreementAgreements. The Board noted that, under the AgreementAgreements, XXXX provides 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 XXXX in sponsoring or managing the Fund, including financial, operational and reputational risks, the potential economic impact to XXXX from such risks and XXXX’s approach to addressing such risks. Throughout the course of the year, the Board also received information regarding XXXX’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 iMoneyNetMorningstar 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 XXXX regarding such funds and, where appropriate, XXXX’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- one-, three- and threefive-year periods ended December 31, 20182019, the Fund’s gross performance (Capital SharesClass A shares) was in the 4th 1st quartile, 1st quartile and 1st 3rd quartile, respectively, of the applicable iMoneyNet Morningstar universe (the 1st quartile being the best performers and the 4th quartile being the worst performers). The Board noted the disappointing investment performance of also observed that the Fund has underperformed its benchmark in recent the one-, three- and five-year 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 that incorporated certain Environmentalended December 31, Social and Corporate Governance (“ESG”) factors and considerations into the Fund’s investment strategy, and a related change to the Fund’s name, effective September 4, 2018. The Board recognized the efforts by XXXX in recent years to enhance its investment platform and improve long-term performance across the DWS fund complex2019.

Quality and Extent of Services. The Board considered the terms of the AgreementAgreements, including the scope of advisory services provided under the AgreementAgreements. The Board noted that, under the AgreementAgreements, XXXX provides 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 XXXX in sponsoring or managing the Fund, including financial, operational and reputational risks, the potential economic impact to XXXX from such risks and XXXX’s approach to addressing such risks. Throughout the course of the year, the Board also received information regarding XXXX’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 iMoneyNetMorningstar 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 | 20 Deutsche DWS Variable Series II — DWS Alternative Asset Allocation VIP relative to a peer universe), and receives additional reporting from XXXX regarding such funds and, where appropriate, XXXX’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- one-, three- and threefive-year periods ended December 31, 20182019, the Fund’s gross performance (Capital SharesClass A shares) was in the 4th 2nd quartile, 2nd quartile and 1st quartile, respectively, of the applicable iMoneyNet Morningstar universe (the 1st quartile being the best performers and the 4th quartile being the worst performers). The Board noted the disappointing investment performance of also observed that the Fund has underperformed its benchmark in recent the one-, three- and five-year 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 that incorporated certain Environmentalended December 31, Social and Corporate Governance (“ESG”) factors and considerations into the Fund’s investment strategy, and a related change to the Fund’s name, effective September 4, 2018. The Board recognized the efforts by XXXX in recent years to enhance its investment platform and improve long-term performance across the DWS fund complex2019.

Quality and Extent of Services. The Board considered the terms of the AgreementAgreements, including the scope of advisory services provided under the AgreementAgreements. The Board noted that, under the AgreementAgreements, XXXX provides 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 XXXX in sponsoring or managing the Fund, including financial, operational and reputational risks, the potential economic impact to XXXX from such risks and XXXX’s approach to addressing such risks. Throughout the course of the year, the Board also received information regarding XXXX’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 iMoneyNetMorningstar 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 XXXX regarding such funds and, where appropriate, XXXX’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- one-, three- and threefive-year periods ended December 31, 20182021, the Fund’s gross performance (Capital SharesClass A shares) was in the 4th 1st quartile, 1st quartile and 1st 3rd quartile, respectively, of the applicable iMoneyNet Morningstar universe (the 1st quartile being the best performers and the 4th quartile being the worst performers). The Board noted the disappointing investment performance of also observed that the Fund has outperformed its benchmark in recent the three-year period and has underperformed its benchmark in the one- and five-year 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 that incorporated certain Environmentalended December 31, Social and Corporate Governance (“ESG”) factors and considerations into the Fund’s investment strategy, and a related change to the Fund’s name, effective September 4, 2018. The Board recognized the efforts by XXXX in recent years to enhance its investment platform and improve long-term performance across the DWS fund complex2021.

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, XXXX 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 XXXX in sponsoring or managing the Fund, including financial, operational and reputational risks, the potential economic impact to XXXX from such risks and XXXX’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 iMoneyNetMorningstar 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 XXXX regarding such funds and, where appropriate, XXXX’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- one-, three- and threefive-year periods ended December 31, 20182019, the Fund’s gross performance (Capital SharesClass A shares) was in the 4th 1st quartile and 1st quartile, respectively, of the applicable iMoneyNet 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 disappointing investment performance contractual fee rates paid by the Fund were lower than the median (2nd quartile) of the Fund in recent periods and continued to discuss with senior management applicable Broadridge peer group (based on Broadridge data provided as of DIMA the factors contributing to such underperformance and actions being taken to improve performanceDecember 31, 2019). The Board noted changes that incorporated certain Environmental, Social and Corporate Governance (“ESG”) factors and considerations into the Fund’s investment strategyClass A shares total (net) operating expenses (excluding 12b-1 fees) 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 a related change 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 XXXX 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 XXXX 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 XXXX indicated that DWS Group does not manage any institutional accounts or DWS Europe Funds comparable to the Fund’s name. On the basis of the information provided, effective September 4the Board concluded that management fees were reasonable and appropriate in light of the nature, 2018. The Board recognized the efforts quality and extent of services provided by XXXX in recent years to enhance its investment platform and improve long-term performance across the DWS fund complexDIMA.

Quality and Extent of Services. The Board considered the terms of the AgreementAgreements, including the scope of advisory services provided under the AgreementAgreements. The Board noted that, under the AgreementAgreements, XXXX provides 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 XXXX in sponsoring or managing the Fund, including financial, operational and reputational risks, the potential economic impact to XXXX from such risks and XXXX’s approach to addressing such risks. Throughout the course of the year, the Board also received information regarding XXXX’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 iMoneyNetMorningstar 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 XXXX regarding such funds and, where appropriate, XXXX’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 Deutsche DWS Variable Series II — DWS Alternative Asset Allocation VIP | 21 noted that, for the one- one-, three- and threefive-year periods ended December 31, 20182020, the Fund’s gross performance (Capital SharesClass A shares) was in the 4th 2nd quartile, 1st quartile and 1st quartile, respectively, of the applicable iMoneyNet Morningstar universe (the 1st quartile being the best performers and the 4th quartile being the worst performers). The Board noted the disappointing investment performance of also observed that the Fund has underperformed its benchmark in recent the one-, three- and five-year 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 that incorporated certain Environmentalended December 31, Social and Corporate Governance (“ESG”) factors and considerations into the Fund’s investment strategy, and a related change to the Fund’s name, effective September 4, 2018. The Board recognized the efforts by XXXX in recent years to enhance its investment platform and improve long-term performance across the DWS fund complex2020.

Quality and Extent of Services. The Board considered the terms of the AgreementAgreements, including the scope of advisory services provided under the AgreementAgreements. The Board noted that, under the AgreementAgreements, XXXX provides DIMA and DWS HK 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 XXXX in sponsoring or managing the Fund, including financial, operational and reputational risks, the potential economic impact to XXXX from such risks and XXXX’s approach to addressing such risks. Throughout the course of the year, the Board also received information regarding XXXX’s oversight of fund sub-advisors, including DWS HK. 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 iMoneyNetMorningstar 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 XXXX regarding such funds and, where appropriate, XXXX’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- one-, three- and threefive-year periods ended December 31, 20182021, the Fund’s gross performance (Capital SharesClass A shares) was in the 4th quartile and 1st quartile, respectively, of the applicable iMoneyNet 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, 2021. The Board noted the disappointing investment performance of the Fund in recent periods and continued to discuss with senior management of DIMA XXXX and DWS HK the factors contributing to such underperformance and actions being taken to improve performance. The Board noted changes observed that incorporated certain Environmental, Social and Corporate Governance (“ESG”) factors and considerations into the Fund’s investment strategy, and a related change to Fund had experienced improved relative performance during the Fund’s name, effective September 4, 2018first eight months of 2022. The Board recognized the efforts by XXXX in recent years to enhance its investment platform and improve long-term performance across the DWS fund complex.

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, XXXX 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 XXXX in sponsoring or managing the Fund, including financial, operational and reputational risks, the potential economic impact to XXXX from such risks and XXXX’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 iMoneyNetMorningstar 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 XXXX regarding such funds and, where appropriate, XXXX’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- one-, three- and threefive-year periods ended December 31, 20182019, the Fund’s gross performance (Capital SharesClass A shares) was in the 4th quartile and 1st quartile, respectively, of the applicable iMoneyNet 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 XXXX the factors contributing to such underperformance and actions being taken to improve performance. The Board noted changes that incorporated certain Environmental, Social and Corporate Governance (“ESG”) factors and considerations into in the Fund’s investment strategy, and a related change to the Fund’s nameportfolio management team, effective September 4April 19, 2018. The Board recognized the efforts by XXXX 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 XXXX 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 XXXX 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 XXXX 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 XXXX to comparable DWS U.S. registered funds (“DWS Funds”), noting that XXXX 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 XXXX 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.

Quality and Extent of Services. The Board considered the terms of the AgreementAgreements, including the scope of advisory services provided under the AgreementAgreements. The Board noted that, under the AgreementAgreements, XXXX provides DIMA and DWS International 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 XXXX in sponsoring or managing the Fund, including financial, operational and reputational risks, the potential economic impact to XXXX from such risks and XXXX’s approach to addressing such risks. Throughout the course of the year, the Board also received information regarding XXXX’s oversight of fund sub-advisors, including DWS International. 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 iMoneyNetMorningstar 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 XXXX regarding such funds and, where appropriate, XXXX’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- one-, three- and threefive-year periods ended December 31, 20182021, the Fund’s gross performance (Capital SharesClass A shares) was in the 4th quartile, 4th quartile and 1st 3rd quartile, respectively, of the applicable iMoneyNet 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, 2021. The Board noted the disappointing investment performance of the Fund in recent periods and continued to discuss with senior management of DIMA XXXX and DWS International the factors contributing to such underperformance and actions being taken to improve performance. The Board noted changes observed that incorporated certain Environmental, Social and Corporate Governance (“ESG”) factors and considerations into the Fund’s investment strategy, and a related change to Fund had experienced improved relative performance during the Fund’s name, effective September 4, 2018first eight months of 2022. The Board recognized the efforts by XXXX in recent years to enhance its investment platform and improve long-term performance across the DWS fund complex.

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, XXXX 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 XXXX in sponsoring or managing the Fund, including financial, operational and reputational risks, the potential economic impact to XXXX from such risks and XXXX’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 iMoneyNetMorningstar 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 XXXX regarding such funds and, where appropriate, XXXX’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- one-, three- and threefive-year periods ended December 31, 20182019, the Fund’s gross performance (Capital SharesClass A shares) was in the 3rd quartile, 4th quartile and 1st 4th quartile, respectively, of the applicable iMoneyNet 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. The Board noted the disappointing investment performance of the Fund in recent periods and continued to discuss with senior management of DIMA XXXX the factors contributing to such underperformance and actions being taken to improve performance. The Board noted changes observed that incorporated certain Environmental, Social and Corporate Governance (“ESG”) factors and considerations into the Fund’s investment strategy, and a related change to Fund had experienced improved relative performance during the Fund’s name, effective September 4, 2018first eight months of 2020. The Board recognized the efforts by XXXX 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 XXXX 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 XXXX 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 (excluding 12b-

Quality and Extent of Services. The Board considered the terms of the AgreementAgreements, including the scope of advisory services provided under the AgreementAgreements. The Board noted that, under the AgreementAgreements, XXXX provides 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 XXXX in sponsoring or managing the Fund, including financial, operational and reputational risks, the potential economic impact to XXXX from such risks and XXXX’s approach to addressing such risks. Throughout the course of the year, the Board also received information regarding XXXX’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 iMoneyNetMorningstar 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 XXXX regarding such funds and, where appropriate, XXXX’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- one-, three- and threefive-year periods ended December 31, 20182021, the Fund’s gross performance (Capital SharesClass A shares) was in the 4th 1st quartile and 1st quartile, respectively, of the applicable iMoneyNet Morningstar universe (the 1st quartile being the best performers and the 4th quartile being the worst performers). The Board noted the disappointing investment performance of also observed that the Fund has outperformed its benchmark in recent the one-year period and has underperformed its benchmark in the three- and five-year 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 that incorporated certain Environmentalended December 31, Social and Corporate Governance (“ESG”) factors and considerations into the Fund’s investment strategy, and a related change to the Fund’s name, effective September 4, 2018. The Board recognized the efforts by XXXX in recent years to enhance its investment platform and improve long-term performance across the DWS fund complex2021.