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 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.  On January 7, 2020, the plaintiff filed his
opening appellate brief.

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.