UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM N-CSRS
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number: 811-06698
Deutsche DWS Equity 500 Index Portfolio
(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 |
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Date of reporting period: | 6/30/2024 |
Item 1. | Reports to Stockholders. |
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| (a) Not applicable |
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| (b) Not applicable |
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Item 2. | Code of Ethics. |
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| Not applicable |
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Item 3. | Audit Committee Financial Expert. |
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| Not applicable |
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Item 4. | Principal Accountant Fees and Services. |
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| Not applicable |
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Item 5. | Audit Committee of Listed Registrants. |
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| Not applicable |
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Item 6. | Investments. |
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| Not applicable |
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Item 7. | Financial Statements and Financial Highlights for Open-End Management Investment Companies. |
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| (a) |
June 30, 2024
Semiannual Financial Statements and Other Information
DWS Equity 500 Index Fund
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 Equity 500 Index Fund |
Statement of Assets and Liabilities
as of June 30, 2024 (Unaudited)
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Investments in Deutsche DWS Equity 500 Index Portfolio, at value | |
Receivable for Fund shares sold | |
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Payable for Fund shares redeemed | |
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Other accrued expenses and payables | |
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Distributable earnings (loss) | |
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Net Asset Value, offering and redemption price per share ($13,808,566 ÷ 80,657 outstanding shares of beneficial interest, $.01 par value, unlimited number of shares authorized) | |
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Net Asset Value, offering and redemption price per share ($279,827,441 ÷ 1,693,281 outstanding shares of beneficial interest, $.01 par value, unlimited number of shares authorized) | |
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Net Asset Value, offering and redemption price per share ($104,199,629 ÷ 608,477 outstanding shares of beneficial interest, $.01 par value, unlimited number of shares authorized) | |
The accompanying notes are an integral part of the financial statements.
DWS Equity 500 Index Fund | | |
Statement of Operations
for the six months ended June 30, 2024 (Unaudited)
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Income and expenses allocated from Deutsche DWS Equity 500 Index Portfolio: | |
Dividends (net of foreign taxes withheld of $13,532) | |
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Income distributions — DWS Central Cash Management Government Fund | |
Securities lending income, net of borrower rebates | |
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Net investment income allocated from Deutsche DWS Equity 500 Index Portfolio | |
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Trustees' fees and expenses | |
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Total expenses before expense reductions | |
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Total expenses after expense reductions | |
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Realized and Unrealized Gain (Loss) | |
Net realized gain (loss) allocated from Deutsche DWS Equity 500 Index Portfolio: | |
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Change in net unrealized appreciation (depreciation) allocated from Deutsche DWS Equity 500 Index Portfolio: | |
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Net increase (decrease) in net assets resulting from operations | |
The accompanying notes are an integral part of the financial statements.
| | DWS Equity 500 Index Fund |
Statements of Changes in Net Assets
| Six Months
Ended
June 30, 2024 | |
Increase (Decrease) in Net Assets | | |
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Change in net unrealized appreciation
(depreciation) | | |
Net increase (decrease) in net assets resulting from operations | | |
Distributions to shareholders: | | |
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Proceeds from shares sold | | |
Reinvestment of distributions | | |
Payments for shares redeemed | | |
Net increase (decrease) in net assets from Fund share transactions | | |
Increase (decrease) in net assets | | |
Net assets at beginning of period | | |
Net assets at end of period | | |
The accompanying notes are an integral part of the financial statements.
DWS Equity 500 Index Fund | | |
Financial Highlights
DWS Equity 500 Index Fund — Class R6 |
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Net asset value, beginning of period | | | | | | |
Income (loss) from investment operations: | | | | | | |
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Net realized and unrealized gain (loss) | | | | | | |
Total from investment operations | | | | | | |
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Net asset value, end of period | | | | | | |
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Ratios to Average Net Assets and Supplemental Data |
Net assets, end of period ($ millions) | | | | | | |
Ratio of expenses before expense reductions, including expenses allocated from Deutsche DWS Equity 500 Index Portfolio (%) | | | | | | |
Ratio of expenses after expense reductions, including expenses allocated from Deutsche DWS Equity 500 Index Portfolio (%) | | | | | | |
Ratio of net investment income (%) | | | | | | |
Portfolio turnover rate for Deutsche DWS Equity 500 Index Portfolio (%) | | | | | | |
| Based on average shares outstanding during the period. |
| Total return would have been lower had certain expenses not been reduced. |
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The accompanying notes are an integral part of the financial statements.
| | DWS Equity 500 Index Fund |
DWS Equity 500 Index Fund — Class S |
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Net asset value, beginning of period | | | | | | |
Income (loss) from investment operations: | | | | | | |
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Net realized and unrealized gain (loss) | | | | | | |
Total from investment operations | | | | | | |
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Net asset value, end of period | | | | | | |
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Ratios to Average Net Assets and Supplemental Data |
Net assets, end of period ($ millions) | | | | | | |
Ratio of expenses before expense reductions, including expenses allocated from Deutsche DWS Equity 500 Index Portfolio (%) | | | | | | |
Ratio of expenses after expense reductions, including expenses allocated from Deutsche DWS Equity 500 Index Portfolio (%) | | | | | | |
Ratio of net investment income (%) | | | | | | |
Portfolio turnover rate for Deutsche DWS Equity 500 Index Portfolio (%) | | | | | | |
| Based on average shares outstanding during the period. |
| Total return would have been lower had certain expenses not been reduced. |
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The accompanying notes are an integral part of the financial statements.
DWS Equity 500 Index Fund | | |
DWS Equity 500 Index Fund — Institutional Class |
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Net asset value, beginning of period | | | | | | |
Income (loss) from investment operations: | | | | | | |
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Net realized and unrealized gain (loss) | | | | | | |
Total from investment operations | | | | | | |
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Net asset value, end of period | | | | | | |
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Ratios to Average Net Assets and Supplemental Data |
Net assets, end of period ($ millions) | | | | | | |
Ratio of expenses before expense reductions, including expenses allocated from Deutsche DWS Equity 500 Index Portfolio (%) | | | | | | |
Ratio of expenses after expense reductions, including expenses allocated from Deutsche DWS Equity 500 Index Portfolio (%) | | | | | | |
Ratio of net investment income (%) | | | | | | |
Portfolio turnover rate for Deutsche DWS Equity 500 Index Portfolio (%) | | | | | | |
| Based on average shares outstanding during the period. |
| Total return would have been lower had certain expenses not been reduced. |
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The accompanying notes are an integral part of the financial statements.
| | DWS Equity 500 Index Fund |
Notes to Financial Statements (Unaudited)
A.
Organization and Significant Accounting Policies
DWS Equity 500 Index Fund (the “Fund” ) is a diversified series of Deutsche DWS Institutional Funds (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, a feeder fund, seeks to achieve its investment objective by investing all of its investable assets in a master portfolio, Deutsche DWS Equity 500 Index Portfolio (the “Portfolio” ), a diversified open-end management investment company registered under the 1940 Act and organized as a New York trust advised by DWS Investment Management Americas, Inc. (“DIMA” or the “Advisor” ), an indirect, wholly owned subsidiary of DWS Group GmbH & Co. KGaA (“DWS Group” ). A master/ feeder fund structure is one in which a fund (a “feeder fund” ), instead of investing directly in a portfolio of securities, invests most or all of its investment assets in a separate registered investment company (the “master fund” ) with substantially the same investment objective and policies as the feeder fund. Such a structure permits the pooling of assets of two or more feeder funds, preserving separate identities or distribution channels at the feeder fund level. At June 30, 2024, the Fund owned approximately 23% of the Portfolio.
The Fund offers multiple classes of shares which provide investors with different purchase options. Class R6 shares are not subject to initial or contingent deferred sales charges and are generally available only to certain qualifying plans and programs. Class S shares are not subject to initial or contingent deferred sales charges and are available through certain intermediary relationships with financial services firms, or can be purchased by establishing an account directly with the Fund’s transfer agent. Institutional Class shares are not subject to initial or contingent deferred sales charges and are generally available only to qualified institutions.
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 such as services to shareholders and certain other class specific expenses. Differences in class-level expenses may result in payment of different per share dividends by class. All shares of the Fund 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
DWS Equity 500 Index Fund | | |
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. The financial statements of the Portfolio, including the Investment Portfolio, are contained elsewhere in this report and should be read in conjunction with the Fund’s financial statements.
Security Valuation. The Fund records its investment in the Portfolio at value, which reflects its proportionate interest in the net assets of the Portfolio and is categorized as Level 1. Valuation of the securities held by the Portfolio is discussed in the notes to the Portfolio’s financial statements included elsewhere in this report.
Disclosure about the classification of fair value measurements is included in a table following the Portfolio’s Investment Portfolio.
Federal Income Taxes. The Fund’s policy is to comply with the requirements of the Internal Revenue Code of 1986, as amended, which are applicable to regulated investment companies, and to distribute all of its taxable income to its shareholders. Accordingly, the Fund paid no federal income taxes and no federal income tax provision was required.
The Fund has reviewed the tax positions for the open tax years as of December 31, 2023, 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 are declared and distributed to shareholders quarterly. 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 derivatives and the realized tax character on distributions from certain securities. The Fund may utilize a portion of the proceeds from capital shares redeemed as a distribution from net investment income and realized capital gains. 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.
| | DWS Equity 500 Index Fund |
The tax character of current year distributions will be determined at the end of the current fiscal year.
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. The Fund receives a daily allocation of the Portfolio’s income, expenses and net realized and unrealized gains and losses in proportion to its investment in the Portfolio. Expenses directly attributed to a fund are charged to that fund, while expenses which are attributable to the Trust are allocated among the funds in the Trust on the basis of relative net assets.
Management Agreement. Under its Investment Management Agreement with the Fund, the Advisor serves as investment manager to the Fund. The Advisor receives a management fee from the Portfolio pursuant to the master/feeder structure noted above in Note A.
Under the Investment Management Agreement, the Fund pays no management fee to the Advisor so long as the Fund is a feeder fund that invests substantially all of its assets in the Portfolio. In the event the Board of Trustees determines it is in the best interests of the Fund to withdraw its investment from the Portfolio, the Advisor may become responsible for directly managing the assets of the Fund under the Investment Management Agreement. In such event, the Fund would pay the Advisor an annual fee (exclusive of any applicable waivers/reimbursements) of 0.05% of the Fund’s average daily net assets, accrued daily and payable monthly.
For the period from January 1, 2024 through April 30, 2025, the Advisor has contractually agreed to waive its fees and/or reimburse fund expenses, including expenses of the Portfolio allocated to the Fund, to the extent necessary to maintain the total annual operating expenses (excluding certain expenses such as extraordinary expenses, taxes, brokerage, interest expense and acquired fund fees and expenses) of each class as follows:
DWS Equity 500 Index Fund | | |
For the six months ended June 30, 2024, fees waived and/or expenses reimbursed for each class are as follows:
Administration Fee. Pursuant to an Administrative Services Agreement, DIMA provides most administrative services to the Fund. For all services provided under the Administrative Services Agreement, the Fund pays the Advisor an annual fee (“Administration Fee” ) of 0.097% of the Fund’s average daily net assets, computed and accrued daily and payable monthly. For the six months ended June 30, 2024, the Administration Fee was $187,698, of which $31,483 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 SS&C GIDS, Inc. (“SS&C” ), DSC has delegated certain transfer agent, dividend-paying agent and shareholder service agent functions to SS&C. DSC compensates SS&C out of the shareholder servicing fee it receives from the Fund. For the six months ended June 30, 2024, the amounts charged to the Fund by DSC were as follows:
In addition, for the six months ended June 30, 2024, the amounts charged to the Fund for recordkeeping and other administrative services provided by unaffiliated third parties, included in the Statement of Operations under “Services to shareholders,” were as follows:
Other Service Fees. Under an agreement with the Fund, DIMA is compensated for providing regulatory filing services to the Fund. For the
| | DWS Equity 500 Index Fund |
six months ended June 30, 2024, the amount charged to the Fund by DIMA included in the Statement of Operations under “Reports to shareholders” aggregated $874, of which $513 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.
Fund Share Transactions
The following table summarizes share and dollar activity in the Fund:
| Six Months Ended
June 30, 2024 | Year Ended
December 31, 2023 |
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Shares issued to shareholders in reinvestment of distributions |
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DWS Equity 500 Index Fund | | |
(The following financial statements of the Deutsche DWS Equity 500 Index Portfolio should be read in conjunction with the Fund’s financial statements.)
| | Deutsche DWS Equity 500 Index Portfolio |
Investment Portfolioas of June 30, 2024 (Unaudited)
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Communication Services 9.3% | |
Diversified Telecommunication Services 0.7% | |
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Verizon Communications, Inc. | | | |
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Live Nation Entertainment, Inc.* | | | |
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Take-Two Interactive Software, Inc.* | | | |
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Warner Bros Discovery, Inc.* | | | |
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Interactive Media & Services 6.7% | |
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Charter Communications, Inc. “A” * | | | |
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Interpublic Group of Companies, Inc. | | | |
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Wireless Telecommunication Services 0.2% | |
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The accompanying notes are an integral part of the financial statements.
Deutsche DWS Equity 500 Index Portfolio | | |
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Consumer Discretionary 9.9% | |
Automobile Components 0.1% | |
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Hotels, Restaurants & Leisure 1.9% | |
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Caesars Entertainment, Inc.* | | | |
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Chipotle Mexican Grill, Inc.* | | | |
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Hilton Worldwide Holdings, Inc. | | | |
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Marriott International, Inc. “A” | | | |
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MGM Resorts International* | | | |
Norwegian Cruise Line Holdings Ltd.* | | | |
Royal Caribbean Cruises Ltd.* | | | |
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The accompanying notes are an integral part of the financial statements.
| | Deutsche DWS Equity 500 Index Portfolio |
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O’Reilly Automotive, Inc.* | | | |
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Textiles, Apparel & Luxury Goods 0.4% | |
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Lululemon Athletica, Inc.* | | | |
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Constellation Brands, Inc. “A” | | | |
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Molson Coors Beverage Co. “B” | | | |
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The accompanying notes are an integral part of the financial statements.
Deutsche DWS Equity 500 Index Portfolio | | |
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Consumer Staples Distribution & Retail 1.9% | |
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Walgreens Boots Alliance, Inc. | | | |
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Archer-Daniels-Midland Co. | | | |
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Lamb Weston Holdings, Inc. | | | |
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Mondelez International, Inc. “A” | | | |
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Church & Dwight Co., Inc. | | | |
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Personal Care Products 0.1% | |
Estee Lauder Companies, Inc. “A” | | | |
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The accompanying notes are an integral part of the financial statements.
| | Deutsche DWS Equity 500 Index Portfolio |
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Philip Morris International, Inc. | | | |
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Energy Equipment & Services 0.3% | |
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Oil, Gas & Consumable Fuels 3.3% | |
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Occidental Petroleum Corp. | | | |
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Citizens Financial Group, Inc. | | | |
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Huntington Bancshares, Inc. | | | |
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The accompanying notes are an integral part of the financial statements.
Deutsche DWS Equity 500 Index Portfolio | | |
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PNC Financial Services Group, Inc. | | | |
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Ameriprise Financial, Inc. | | | |
Bank of New York Mellon Corp. | | | |
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Cboe Global Markets, Inc. | | | |
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FactSet Research Systems, Inc. | | | |
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Intercontinental Exchange, Inc. | | | |
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MarketAxess Holdings, Inc. | | | |
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Raymond James Financial, Inc. | | | |
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T. Rowe Price Group, Inc. | | | |
The Goldman Sachs Group, Inc. | | | |
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Capital One Financial Corp. | | | |
Discover Financial Services | | | |
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Berkshire Hathaway, Inc. “B” * | | | |
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Fidelity National Information Services, Inc. | | | |
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The accompanying notes are an integral part of the financial statements.
| | Deutsche DWS Equity 500 Index Portfolio |
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Jack Henry & Associates, Inc. | | | |
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American International Group, Inc. | | | |
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Arthur J. Gallagher & Co. | | | |
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Cincinnati Financial Corp. | | | |
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Hartford Financial Services Group, Inc. | | | |
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Marsh & McLennan Companies, Inc. | | | |
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Principal Financial Group, Inc. | | | |
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Prudential Financial, Inc. | | | |
Travelers Companies, Inc. | | | |
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Regeneron Pharmaceuticals, Inc.* | | | |
Vertex Pharmaceuticals, Inc.* | | | |
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The accompanying notes are an integral part of the financial statements.
Deutsche DWS Equity 500 Index Portfolio | | |
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Health Care Equipment & Supplies 2.3% | |
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Baxter International, Inc. | | | |
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Edwards Lifesciences Corp.* | | | |
GE HealthCare Technologies, Inc. | | | |
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IDEXX Laboratories, Inc.* | | | |
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Intuitive Surgical, Inc.* | | | |
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Zimmer Biomet Holdings, Inc. | | | |
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Health Care Providers & Services 2.4% | |
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Universal Health Services, Inc. “B” | | | |
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Life Sciences Tools & Services 1.2% | |
Agilent Technologies, Inc. | | | |
The accompanying notes are an integral part of the financial statements.
| | Deutsche DWS Equity 500 Index Portfolio |
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Bio-Rad Laboratories, Inc. “A” * | | | |
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Charles River Laboratories International, Inc.* | | | |
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Mettler-Toledo International, Inc.* | | | |
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Thermo Fisher Scientific, Inc. | | | |
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West Pharmaceutical Services, Inc. | | | |
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Huntington Ingalls Industries, Inc. | | | |
L3Harris Technologies, Inc. | | | |
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Air Freight & Logistics 0.4% | |
C.H. Robinson Worldwide, Inc. | | | |
Expeditors International of Washington, Inc. | | | |
The accompanying notes are an integral part of the financial statements.
Deutsche DWS Equity 500 Index Portfolio | | |
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United Parcel Service, Inc. “B” | | | |
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Builders FirstSource, Inc.* | | | |
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Johnson Controls International PLC | | | |
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Commercial Services & Supplies 0.6% | |
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Construction & Engineering 0.1% | |
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Electrical Equipment 0.7% | |
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Rockwell Automation, Inc. | | | |
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Ground Transportation 1.0% | |
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J.B. Hunt Transport Services, Inc. | | | |
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Old Dominion Freight Line, Inc. | | | |
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The accompanying notes are an integral part of the financial statements.
| | Deutsche DWS Equity 500 Index Portfolio |
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Industrial Conglomerates 0.4% | |
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Honeywell International, Inc. | | | |
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Illinois Tool Works, Inc. | | | |
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Stanley Black & Decker, Inc. | | | |
Westinghouse Air Brake Technologies Corp. | | | |
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American Airlines Group, Inc.* | | | |
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United Airlines Holdings, Inc.* | | | |
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Professional Services 0.6% | |
Automatic Data Processing, Inc. | | | |
Broadridge Financial Solutions, Inc. | | | |
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The accompanying notes are an integral part of the financial statements.
Deutsche DWS Equity 500 Index Portfolio | | |
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Trading Companies & Distributors 0.3% | |
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Information Technology 32.2% | |
Communications Equipment 0.8% | |
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Electronic Equipment, Instruments & Components 0.6% | |
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Keysight Technologies, Inc.* | | | |
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Teledyne Technologies, Inc.* | | | |
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Zebra Technologies Corp. “A” * | | | |
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Akamai Technologies, Inc.* | | | |
Cognizant Technology Solutions Corp. “A” | | | |
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International Business Machines Corp. | | | |
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Semiconductors & Semiconductor Equipment 11.9% | |
Advanced Micro Devices, Inc.* | | | |
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The accompanying notes are an integral part of the financial statements.
| | Deutsche DWS Equity 500 Index Portfolio |
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Microchip Technology, Inc. | | | |
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Monolithic Power Systems, Inc. | | | |
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Cadence Design Systems, Inc.* | | | |
Crowdstrike Holdings, Inc. “A” * | | | |
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Palo Alto Networks, Inc.* | | | |
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Tyler Technologies, Inc.* | | | |
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Technology Hardware, Storage & Peripherals 6.9% | |
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Hewlett Packard Enterprise Co. | | | |
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Seagate Technology Holdings PLC | | | |
The accompanying notes are an integral part of the financial statements.
Deutsche DWS Equity 500 Index Portfolio | | |
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Super Micro Computer, Inc.* | | | |
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Air Products & Chemicals, Inc. | | | |
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CF Industries Holdings, Inc. | | | |
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International Flavors & Fragrances, Inc. | | | |
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LyondellBasell Industries NV “A” | | | |
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Construction Materials 0.1% | |
Martin Marietta Materials, Inc. | | | |
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Containers & Packaging 0.2% | |
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Packaging Corp. of America | | | |
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The accompanying notes are an integral part of the financial statements.
| | Deutsche DWS Equity 500 Index Portfolio |
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Alexandria Real Estate Equities, Inc. | | | |
Healthpeak Properties, Inc. | | | |
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Hotel & Resort REITs 0.0% | |
Host Hotels & Resorts, Inc. | | | |
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Real Estate Management & Development 0.1% | |
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AvalonBay Communities, Inc. | | | |
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Essex Property Trust, Inc. | | | |
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Mid-America Apartment Communities, Inc. | | | |
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Federal Realty Investment Trust | | | |
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Simon Property Group, Inc. | | | |
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Digital Realty Trust, Inc. | | | |
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Extra Space Storage, Inc. | | | |
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The accompanying notes are an integral part of the financial statements.
Deutsche DWS Equity 500 Index Portfolio | | |
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American Electric Power Co., Inc. | | | |
Constellation Energy Corp. | | | |
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Pinnacle West Capital Corp. | | | |
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Independent Power & Renewable Electricity Producers 0.1% | |
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Consolidated Edison, Inc. | | | |
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Public Service Enterprise Group, Inc. | | | |
The accompanying notes are an integral part of the financial statements.
| | Deutsche DWS Equity 500 Index Portfolio |
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American Water Works Co., Inc. | | | |
Total Common Stocks (Cost $359,426,502) | |
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Government & Agency Obligations 0.0% |
U.S. Treasury Obligations | |
U.S. Treasury Bills, 5.196% (a), 10/3/2024 (b) (Cost $715,164) | | | |
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DWS Central Cash Management Government Fund, 5.36% (c) (Cost $14,534,652) | | | |
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Total Investment Portfolio (Cost $374,676,318) | | | |
Other Assets and Liabilities, Net | | | |
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The accompanying notes are an integral part of the financial statements.
Deutsche DWS Equity 500 Index Portfolio | | |
A summary of the Fund’s transactions with affiliated investments during the period ended June 30, 2024 are as follows:
| | | Net
Real-
ized
Gain/
(Loss)
($) | Net
Change
in
Unreal-
ized
Appreci-
ation
(Depreci-
ation)
($) | | Capital
Gain
Distri-
butions
($) | Number of
Shares at
6/30/2024 | |
Securities Lending Collateral 0.0% |
DWS Government & Agency Securities Portfolio “DWS Government Cash Institutional Shares” ,
5.24% (c) (d) |
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|
DWS Central Cash Management Government Fund, 5.36% (c) |
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| Non-income producing security. |
| Annualized yield at time of purchase; not a coupon rate. |
| At June 30, 2024, this security has been pledged, in whole or in part, to cover initial margin requirements for open futures contracts. |
| Affiliated fund managed by DWS Investment Management Americas, Inc. The rate shown is the annualized seven-day yield at period end. |
| Represents cash collateral held in connection with securities lending. Income earned by the Fund is net of borrower rebates. |
| Represents the net increase (purchase cost) or decrease (sales proceeds) in the amount invested in cash collateral for the period ended June 30, 2024. |
REIT: Real Estate Investment Trust |
At June 30, 2024, open futures contracts purchased were as follows:
| | | | | | Unrealized
Depreciation ($) |
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For information on the Fund’s policy and additional disclosures regarding futures 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 Equity 500 Index Portfolio |
Fair Value Measurements
Various inputs are used in determining the value of the Portfolio’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 Portfolio’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 June 30, 2024 in valuing the Portfolio’s investments. For information on the Portfolio’s policy regarding the valuation of investments, please refer to the Security Valuation section of Note A in the accompanying Notes to Financial Statements.
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Government & Agency Obligations | | | | |
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| See Investment Portfolio for additional detailed categorizations. |
| Derivatives include unrealized appreciation (depreciation) on open futures contracts. |
The accompanying notes are an integral part of the financial statements.
Deutsche DWS Equity 500 Index Portfolio | | |
Statement of Assets and Liabilities
as of June 30, 2024 (Unaudited)
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Investments in non-affiliated securities, at value (cost $360,141,666) | |
Investment in DWS Central Cash Management Government Fund (cost $14,534,652) | |
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Receivable for investments sold | |
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Payable for variation margin on futures contracts | |
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Other accrued expenses and payables | |
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The accompanying notes are an integral part of the financial statements.
| | Deutsche DWS Equity 500 Index Portfolio |
Statement of Operations
for the six months ended June 30, 2024 (Unaudited)
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Dividends (net of foreign taxes withheld of $57,528) | |
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Income distributions — DWS Central Cash Management Government Fund | |
Affiliated securities lending income | |
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Trustees' fees and expenses | |
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Realized and Unrealized Gain (Loss) | |
Net realized gain (loss) from: | |
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Change in net unrealized appreciation (depreciation) on: | |
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Net increase (decrease) in net assets resulting from operations | |
The accompanying notes are an integral part of the financial statements.
Deutsche DWS Equity 500 Index Portfolio | | |
Statements of Changes in Net Assets
Deutsche DWS Equity 500 Index Portfolio |
| Six Months
Ended
June 30, 2024 | |
Increase (Decrease) in Net Assets | | |
| | |
| | |
| | |
Change in net unrealized appreciation
(depreciation) | | |
Net increase (decrease) in net assets resulting from operations | | |
Capital transactions in shares of beneficial interest: | | |
Proceeds from capital invested | | |
Value of capital withdrawn | | |
Net increase (decrease) in net assets from capital transactions in shares of beneficial interest | | |
Increase (decrease) in net assets | | |
Net assets at beginning of period | | |
Net assets at end of period | | |
The accompanying notes are an integral part of the financial statements.
| | Deutsche DWS Equity 500 Index Portfolio |
Financial Highlights
Deutsche DWS Equity 500 Index Portfolio |
| | |
| | | | | | |
Ratios to Average Net Assets and Supplemental Data |
Net assets, end of period ($ millions) | | | | | | |
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Ratio of net investment income (%) | | | | | | |
Portfolio turnover rate (%) | | | | | | |
Total investment return (%)a | | | | | | |
| Total investment return for the Portfolio was derived from the performance of the Institutional Class of DWS Equity 500 Index Fund. |
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The accompanying notes are an integral part of the financial statements.
Deutsche DWS Equity 500 Index Portfolio | | |
Notes to Financial Statements (Unaudited)
A.
Organization and Significant Accounting Policies
Deutsche DWS Equity 500 Index Portfolio (the “Portfolio” ) is registered under the Investment Company Act of 1940, as amended (the “1940 Act” ), as a diversified open-end management investment company organized as a New York trust.
The Portfolio is a master fund; a master/feeder fund structure is one in which a fund (a “feeder fund” ), instead of investing directly in a portfolio of securities, invests most or all of its investment assets in a separate registered investment company (the “master fund” ) with substantially the same investment objective and policies as the feeder fund. Such a structure permits the pooling of assets of two or more feeder funds, preserving separate identities or distribution channels at the feeder fund level. The Portfolio has two affiliated DWS feeder funds, with a significant ownership percentage of the Portfolio’s net assets. Investment activities of these feeder funds could have a material impact on the Portfolio. As of June 30, 2024, DWS S&P 500 Index Fund and DWS Equity 500 Index Fund owned approximately 77% and 23%, respectively, of the Portfolio.
The Portfolio’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 Portfolio 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 Portfolio 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.
The Fund’s Board has designated DWS Investment Management Americas, Inc. (the “Advisor” ) as the valuation designee for the Fund pursuant to Rule 2a-5 under the 1940 Act. The Advisor’s Pricing Committee (the “Pricing Committee” ) typically values securities using readily available market quotations or prices supplied by independent pricing services (which are considered fair values under Rule 2a-5). The Advisor has adopted fair valuation procedures that provide methodologies for fair valuing securities.
Various inputs are used in determining the value of the Portfolio’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 Portfolio’s own assumptions in determining the fair value of investments). The level
| | Deutsche DWS Equity 500 Index Portfolio |
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.
Debt securities are valued at prices supplied by independent pricing services approved by the Pricing Committee. 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.
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 Pricing Committee and are generally categorized as Level 3. In accordance with the Portfolio’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.
Deutsche DWS Equity 500 Index Portfolio | | |
Securities Lending. Deutsche Bank AG, as securities lending agent, lends securities of the Portfolio to certain financial institutions under the terms of its securities lending agreement. During the term of the loans, the Portfolio continues to receive interest and dividends generated by the securities and to participate in any changes in their market value. The Portfolio requires the borrowers of the securities to maintain collateral with the Portfolio 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 securities lending agent will use its best efforts to obtain additional collateral on the next business day to meet required amounts under the securities lending agreement. During the six months ended June 30, 2024, the Fund invested the cash collateral, if any, into a joint trading account in affiliated money market funds, including DWS Government & Agency Securities Portfolio, managed by DWS Investment Management Americas, Inc. DWS Investment Management Americas, Inc. receives a management/administration fee (0.13% annualized effective rate as of June 30, 2024) on the cash collateral invested in DWS Government & Agency Securities Portfolio. The Portfolio 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 securities lending agent. Either the Portfolio 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 Portfolio is not able to recover securities lent, the Portfolio 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 Portfolio 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 June 30, 2024, the Fund had no securities on loan.
Federal Income Taxes. The Portfolio is considered a partnership under the Internal Revenue Code of 1986, as amended. Therefore, no federal income tax provision is necessary.
It is intended that the Portfolio’s assets, income and distributions will be managed in such a way that an investor in the Portfolio will be able to satisfy the requirements of Subchapter M of the Code, assuming that the investor invested all of its assets in the Portfolio.
At June 30, 2024, the aggregate cost of investments for federal income tax purposes was $396,688,545. The net unrealized appreciation for all investments based on tax cost was $1,325,261,099. This consisted of
| | Deutsche DWS Equity 500 Index Portfolio |
aggregate gross unrealized appreciation for all investments for which there was an excess of value over tax cost of $1,368,113,496 and aggregate gross unrealized depreciation for all investments for which there was an excess of tax cost over value of $42,852,397.
The Portfolio has reviewed the tax positions for the open tax years as of December 31, 2023 and has determined that no provision for income tax and/or uncertain tax positions is required in the Portfolio’s financial statements. The Portfolio’s federal tax returns for the prior three fiscal years remain open subject to examination by the Internal Revenue Service.
Contingencies. In the normal course of business, the Portfolio may enter into contracts with service providers that contain general indemnification clauses. The Portfolio’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Portfolio that have not yet been made. However, based on experience, the Portfolio 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.
The Portfolio makes a daily allocation of its net investment income and realized and unrealized gains and losses from securities, futures and foreign currency transactions to its investors in proportion to their investment in the Portfolio.
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 six months ended June 30, 2024, the Portfolio invested in futures contracts to keep cash on hand to meet shareholder redemptions or other needs while maintaining exposure to the stock market.
Upon entering into a futures contract, the Portfolio 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 Portfolio dependent upon the daily fluctuations in the value and are recorded for financial reporting purposes as unrealized gains or losses by the Portfolio. Gains or losses are realized when the contract
Deutsche DWS Equity 500 Index Portfolio | | |
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 Portfolio’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 June 30, 2024, is included in a table following the Portfolio’s Investment Portfolio. For the six months ended June 30, 2024, the investment in futures contracts purchased had a total notional value generally indicative of a range from approximately $4,579,000 to $27,339,000.
The following table summarizes the value of the Portfolio’s derivative instruments held as of June 30, 2024, presented by primary underlying risk exposure:
| |
| |
The above derivative is located in the following Statement of Assets and Liabilities account: |
| Futures contracts are reported in the table above using cumulative depreciation of futures contracts, as reported in the futures contracts table following the Fund’s Investment Portfolio; within the Statement of Assets and Liabilities, the variation margin at period end is reported as Receivable (Payable) for variation margin on futures contracts. |
Additionally, the amount of unrealized and realized gains and losses on derivative instruments recognized in Portfolio earnings during the six months ended June 30, 2024 and the related location in the accompanying Statement of Operations is summarized in the following tables by primary underlying risk exposure:
| |
| |
The above derivative is located in the following Statement of Operations account: |
| Net realized gain (loss) from futures contracts |
| | Deutsche DWS Equity 500 Index Portfolio |
Change in Net Unrealized Appreciation (Depreciation) | |
| |
The above derivative is located in the following Statement of Operations account: |
| Change in net unrealized appreciation (depreciation) on futures contracts |
C.
Purchases and Sales of Securities
During the six months ended June 30, 2024, purchases and sales of investment securities (excluding short-term investments and U.S. Treasury securities) aggregated $13,553,557 and $103,231,321, respectively.
DWS Investment Management Americas, Inc. (“DIMA” or the “Advisor” ), an indirect, wholly owned subsidiary of DWS Group GmbH & Co. KGaA (“DWS Group” ), serves as the investment manager to the Portfolio.
Management Agreement. Under its Investment Management Agreement with the Portfolio, the Advisor determines the securities, instruments and other contracts relating to investments to be purchased, sold or entered into by the Portfolio or delegates such responsibility to the Portfolio’s sub-advisor. Northern Trust Investments, Inc. (“NTI” ) serves as sub-advisor to the Portfolio and is paid by the Advisor for its services. NTI is responsible for the day-to-day management of the Portfolio.
The management fee payable under the Investment Management Agreement is equal to an annual rate (exclusive of any applicable waivers/reimbursements) of 0.05% of the Portfolio’s average daily net assets, computed and accrued daily and payable monthly.
Administration Fee. Pursuant to an Administrative Services Agreement, DIMA provides most administrative services to the Portfolio. For all services provided under the Administrative Services Agreement, the Portfolio pays the Advisor an annual fee (“Administration Fee” ) of 0.03% of the Portfolio’s average daily net assets, computed and accrued daily and payable monthly. For the six months ended June 30, 2024, the Administration Fee was $247,217, of which $42,088 is unpaid.
Other Service Fee. Under an agreement with the Portfolio, DIMA is compensated for providing regulatory filing services to the Portfolio. For the six months ended June 30, 2024, the amount charged to the Portfolio by DIMA included in the Statement of Operations under “Reports to shareholders” aggregated $1,375, of which $455 is unpaid.
Trustees’ Fees and Expenses. The Portfolio paid retainer fees to each Trustee not affiliated with the Advisor, plus specified amounts to the Board Chairperson and to each committee Chairperson.
Deutsche DWS Equity 500 Index Portfolio | | |
Affiliated Cash Management Vehicles. The Portfolio 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 Portfolio 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 Portfolio equal to the amount of the investment management fee payable on the Portfolio’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 six months ended June 30, 2024, the Fund incurred securities lending agent fees to Deutsche Bank AG in the amount of $9.
The Portfolio and other affiliated funds (the “Participants” ) share in a $345 million revolving credit facility provided by a syndication of banks. The Portfolio 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 daily fluctuating rate per annum equal to the sum of 0.10% plus the higher of the Federal Funds Effective Rate and the Overnight Bank Funding Rate, plus 1.25%. The Portfolio may borrow up to a maximum of 33 percent of its net assets under the agreement. The Portfolio had no outstanding loans at June 30, 2024.
| | Deutsche DWS Equity 500 Index Portfolio |
Advisory Agreement Board Considerations and Fee Evaluation
DWS Equity 500 Index Fund (the “Fund” ), a series of Deutsche DWS Institutional Funds, invests substantially all of its assets in Deutsche DWS Equity 500 Index Portfolio (the “Portfolio” ) in order to achieve its investment objective. The Portfolio’s Board of Trustees approved the renewal of the Portfolio’s investment management agreement (the “Portfolio Agreement” ) with DWS Investment Management Americas, Inc. (“DIMA” ) and the sub-advisory agreement (the “Sub-Advisory Agreement” ) between DIMA and Northern Trust Investments, Inc. (“NTI” ), and the Fund’s Board of Trustees (which consists of the same members as the Board of Trustees of the Portfolio) approved the renewal of the Fund’s investment management agreement with DIMA (the “Fund Agreement” and together with the Portfolio Agreement and the Sub-Advisory Agreement, the “Agreements” ) in September 2023. The Portfolio’s Board of Trustees and the Fund’s Board of Trustees are collectively referred to as the “Board” or “Trustees.”
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 Portfolio’s and 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 performance, fees and expenses, profitability, economies of scale, and fall-out benefits from a fee consultant retained by the Independent Trustees (the “Fee Consultant” ).
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The Board also received extensive information throughout the year regarding performance of the Portfolio and the Fund.
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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 as part of their review of the Portfolio’s and 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
DWS Equity 500 Index Fund | | |
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 Portfolio and the Fund since their inception, and the Board believes that a long-term relationship with a capable, conscientious advisor is in the best interests of the Portfolio and the Fund. The Board considered, generally, that shareholders chose to invest or remain invested in the Fund knowing that DIMA managed the Portfolio and 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. DWS Group is majority-owned by Deutsche Bank AG, with approximately 20% of its shares publicly traded.
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 Board considers these and many other factors, including the quality and integrity of DIMA’s and NTI’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 NTI provide portfolio management services to the Portfolio and the Fund and that, pursuant to separate administrative services agreements, DIMA provides administrative services to the Portfolio and 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 Portfolio and 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 NTI. The Board reviewed the Portfolio’s and 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
| | DWS Equity 500 Index Fund |
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, 2022, the Fund’s performance (Institutional Class shares) was in the 3rd 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).
Fees and Expenses. The Board considered the Portfolio’s and the Fund’s investment management fee schedules, the Portfolio’s sub-advisory fee schedule, the Fund’s 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 Portfolio and the Fund, which include 0.03% and 0.097% fees paid to DIMA under the respective administrative services agreements, were equal to the median (2nd quartile) of the applicable Broadridge peer group (based on Broadridge data provided as of December 31, 2022). The Board noted that, although shareholders of the Fund indirectly bear the Portfolio’s management fee, the Fund does not charge an additional investment management fee. With respect to the sub-advisory fee paid to NTI, the Board noted that the fee is paid by DIMA out of its fee and not directly by the Portfolio. The Board noted that the Fund’s Institutional Class shares total (net) operating expenses, which include Portfolio expenses allocated to the Fund, 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, 2022) (“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 management fee rate as compared to fees charged by DIMA to comparable DWS U.S. registered funds (“DWS Funds” ) and considered differences between the Portfolio and 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
DWS Equity 500 Index Fund | | |
Board noted that DIMA indicated that DWS Group does not manage any institutional accounts or DWS Europe Funds comparable to the Portfolio and 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 NTI.
Profitability. The Board reviewed detailed information regarding revenues received by DIMA under the Agreements. 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. The Board did not consider the profitability of NTI with respect to the Portfolio. The Board noted that DIMA pays NTI’s fee out of its management fee, and its understanding that the Portfolio’s sub-advisory fee schedule was the product of an arm’s length negotiation with DIMA.
Economies of Scale. The Board considered whether there are economies of scale with respect to the management of the Portfolio and the Fund and whether the Portfolio and the Fund benefit from any economies of scale. In this regard, the Board observed that while the Portfolio’s and the Fund’s current investment management fee schedule does not include breakpoints, the Portfolio’s and the Fund’s fee schedule represents an appropriate sharing between the Portfolio and the Fund and DIMA of such economies of scale as may exist in the management of the Portfolio and the Fund at current asset levels.
Other Benefits to DIMA and NTI and Their Affiliates. The Board also considered the character and amount of other incidental or “fall-out” benefits received by DIMA and NTI and their affiliates, including any fees received by DIMA for administrative services provided to the Portfolio and
| | DWS Equity 500 Index Fund |
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 Portfolio’s and 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; (ii) the substantial commitment of resources by DIMA and its affiliates to compliance matters, including the retention of compliance personnel; and (iii) ongoing efforts to enhance the compliance program. The Board also considered the attention and resources dedicated by DIMA to the oversight of the investment sub-advisor’s compliance program and compliance with the applicable fund policies and procedures.
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 Portfolio and 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.
DWS Equity 500 Index Fund | | |
June 30, 2024
Semiannual Financial Statements and Other Information
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.
Statement of Assets and Liabilities
as of June 30, 2024 (Unaudited)
| |
Investments in Deutsche DWS Equity 500 Index Portfolio, at value | |
Receivable for Fund shares sold | |
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Payable for Fund shares redeemed | |
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Other accrued expenses and payables | |
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Distributable earnings (loss) | |
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Net Asset Value and redemption price per share
($241,818,512 ÷ 5,206,387 outstanding shares of beneficial interest, $.01 par value, unlimited number of shares authorized) | |
Maximum offering price per share (100 ÷ 95.50 of $46.45) | |
| |
Net Asset Value, offering and redemption price
(subject to contingent deferred sales charge) per share per share ($69,823,357 ÷ 1,507,370 outstanding shares of beneficial interest, $.01 par value, unlimited number of shares authorized) | |
| |
Net Asset Value, offering and redemption price per share ($4,555,593 ÷ 97,821 outstanding shares of beneficial interest, $.01 par value, unlimited number of shares authorized) | |
| |
Net Asset Value, offering and redemption price per share ($1,008,364,794 ÷ 21,652,686 outstanding shares of beneficial interest, $.01 par value, unlimited number of shares authorized) | |
The accompanying notes are an integral part of the financial statements.
Statement of Operations
for the six months ended June 30, 2024 (Unaudited)
| |
Income and expenses allocated from Deutsche DWS Equity 500 Index Portfolio: | |
Dividends (net of foreign taxes withheld of $43,996) | |
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Income distributions — DWS Central Cash Management Government Fund | |
Securities lending income, net of borrower rebates | |
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Net investment income allocated from Deutsche DWS Equity 500 Index Portfolio | |
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Distribution and service fees | |
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Trustees' fees and expenses | |
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Total expenses before expense reductions | |
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Total expenses after expense reductions | |
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Realized and Unrealized Gain (Loss) | |
Net realized gain (loss) allocated from Deutsche DWS Equity 500 Index Portfolio: | |
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Change in net unrealized appreciation (depreciation) allocated from Deutsche DWS Equity 500 Index Portfolio: | |
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Net increase (decrease) in net assets resulting from operations | |
The accompanying notes are an integral part of the financial statements.
Statements of Changes in Net Assets
| Six Months
Ended
June 30, 2024 | |
Increase (Decrease) in Net Assets | | |
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Change in net unrealized appreciation
(depreciation) | | |
Net increase (decrease) in net assets resulting from operations | | |
Distributions to shareholders: | | |
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Proceeds from shares sold | | |
Reinvestment of distributions | | |
Payments for shares redeemed | | |
Net increase (decrease) in net assets from Fund share transactions | | |
Increase (decrease) in net assets | | |
Net assets at beginning of period | | |
Net assets at end of period | | |
The accompanying notes are an integral part of the financial statements.
Financial Highlights
DWS S&P 500 Index Fund — Class A |
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Net asset value, beginning of period | | | | | | |
Income (loss) from investment operations: | | | | | | |
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Net realized and unrealized gain (loss) | | | | | | |
Total from investment operations | | | | | | |
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Net asset value, end of period | | | | | | |
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Ratios to Average Net Assets and Supplemental Data |
Net assets, end of period ($ millions) | | | | | | |
Ratio of expenses before expense reductions, including expenses allocated from Deutsche DWS Equity 500 Index Portfolio (%) | | | | | | |
Ratio of expenses after expense reductions, including expenses allocated from Deutsche DWS Equity 500 Index Portfolio (%) | | | | | | |
Ratio of net investment income (%) | | | | | | |
Portfolio turnover rate for Deutsche DWS Equity 500 Index Portfolio (%) | | | | | | |
| Based on average shares outstanding during the period. |
| Total return does not reflect the effect of any sales charges. |
| Total return would have been lower had certain expenses not been reduced. |
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The accompanying notes are an integral part of the financial statements.
DWS S&P 500 Index Fund — Class C |
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Net asset value, beginning of period | | | | | | |
Income (loss) from investment operations: | | | | | | |
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Net realized and unrealized gain (loss) | | | | | | |
Total from investment operations | | | | | | |
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Net asset value, end of period | | | | | | |
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Ratios to Average Net Assets and Supplemental Data |
Net assets, end of period ($ millions) | | | | | | |
Ratio of expenses including expenses allocated from Deutsche DWS Equity 500 Index Portfolio (%) | | | | | | |
Ratio of net investment income (%) | | | | | | |
Portfolio turnover rate for Deutsche DWS Equity 500 Index Portfolio (%) | | | | | | |
| Based on average shares outstanding during the period. |
| Total return does not reflect the effect of any sales charges. |
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The accompanying notes are an integral part of the financial statements.
DWS S&P 500 Index Fund — Class R6 |
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Net asset value, beginning of period | | | | | | |
Income (loss) from investment operations: | | | | | | |
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Net realized and unrealized gain (loss) | | | | | | |
Total from investment operations | | | | | | |
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Net asset value, end of period | | | | | | |
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Ratios to Average Net Assets and Supplemental Data |
Net assets, end of period ($ millions) | | | | | | |
Ratio of expenses including expenses allocated from Deutsche DWS Equity 500 Index Portfolio (%) | | | | | | |
Ratio of net investment income (%) | | | | | | |
Portfolio turnover rate for Deutsche DWS Equity 500 Index Portfolio (%) | | | | | | |
| Based on average shares outstanding during the period. |
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The accompanying notes are an integral part of the financial statements.
DWS S&P 500 Index Fund — Class S |
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Net asset value, beginning of period | | | | | | |
Income (loss) from investment operations: | | | | | | |
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Net realized and unrealized gain (loss) | | | | | | |
Total from investment operations | | | | | | |
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Net asset value, end of period | | | | | | |
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Ratios to Average Net Assets and Supplemental Data |
Net assets, end of period ($ millions) | | | | | | |
Ratio of expenses before expense reductions, including expenses allocated from Deutsche DWS Equity 500 Index Portfolio (%) | | | | | | |
Ratio of expenses after expense reductions, including expenses allocated from Deutsche DWS Equity 500 Index Portfolio (%) | | | | | | |
Ratio of net investment income (%) | | | | | | |
Portfolio turnover rate for Deutsche DWS Equity 500 Index Portfolio (%) | | | | | | |
| Based on average shares outstanding during the period. |
| Total return would have been lower had certain expenses not been reduced. |
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The accompanying notes are an integral part of the financial statements.
Notes to Financial Statements (Unaudited)
A.
Organization and Significant Accounting Policies
DWS S&P 500 Index Fund (the “Fund” ) is a diversified series of Deutsche DWS Institutional Funds (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, a feeder fund, seeks to achieve its investment objective by investing all of its investable assets in a master portfolio, Deutsche DWS Equity 500 Index Portfolio (the “Portfolio” ), a diversified open-end management investment company registered under the 1940 Act and organized as a New York trust advised by DWS Investment Management Americas, Inc. (“DIMA” or the “Advisor” ), an indirect, wholly owned subsidiary of DWS Group GmbH & Co. KGaA (“DWS Group” ). A master/ feeder fund structure is one in which a fund (a “feeder fund” ), instead of investing directly in a portfolio of securities, invests most or all of its investment assets in a separate registered investment company (the “master fund” ) with substantially the same investment objective and policies as the feeder fund. Such a structure permits the pooling of assets of two or more feeder funds, preserving separate identities or distribution channels at the feeder fund level. At June 30, 2024, the Fund owned approximately 77% of the Portfolio.
The Fund offers multiple classes of shares which provide investors with different purchase options. Class A shares are subject to an initial sales charge. Class C shares are not subject to an initial sales charge but are subject to higher ongoing expenses than Class A shares and a contingent deferred sales charge payable upon certain redemptions within one year of purchase. Class C shares automatically convert to Class A shares in the same fund after 8 years, provided that the Fund or the financial intermediary through which the shareholder purchased the Class C shares has records verifying that the Class C shares have been held for at least 8 years. Class R6 shares are not subject to initial or contingent deferred sales charges and are generally available only to certain qualifying plans and programs. Class S shares are not subject to initial or contingent deferred sales charges and are available through certain intermediary relationships with financial services firms, or can be purchased by establishing an account directly with the Fund’s transfer agent.
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 such as distribution and services fees, services to shareholders and certain other class specific expenses. Differences in class-level expenses may result in
payment of different per share dividends by class. All shares of the Fund 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. The financial statements of the Portfolio, including the Investment Portfolio, are contained elsewhere in this report and should be read in conjunction with the Fund’s financial statements.
Security Valuation. The Fund records its investment in the Portfolio at value, which reflects its proportionate interest in the net assets of the Portfolio and is categorized as Level 1. Valuation of the securities held by the Portfolio is discussed in the notes to the Portfolio’s financial statements included elsewhere in this report.
Disclosure about the classification of fair value measurements is included in a table following the Portfolio’s Investment Portfolio.
Federal Income Taxes. The Fund’s policy is to comply with the requirements of the Internal Revenue Code of 1986, as amended, which are applicable to regulated investment companies, and to distribute all of its taxable income to its shareholders. Accordingly, the Fund paid no federal income taxes and no federal income tax provision was required.
The Fund has reviewed the tax positions for the open tax years as of December 31, 2023, 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 are declared and distributed to shareholders quarterly. 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 derivatives and the realized tax character on distributions from certain securities. The Fund may utilize a portion of the proceeds from capital shares redeemed as a distribution from net
investment income and realized capital gains. 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.
The tax character of current year distributions will be determined at the end of the current fiscal year.
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. The Fund receives a daily allocation of the Portfolio’s income, expenses and net realized and unrealized gains and losses in proportion to its investment in the Portfolio. Expenses directly attributed to a fund are charged to that fund, while expenses which are attributable to the Trust are allocated among the funds in the Trust on the basis of relative net assets.
Management Agreement. Under its Investment Management Agreement with the Fund, the Advisor serves as investment manager to the Fund. The Advisor receives a management fee from the Portfolio pursuant to the master/feeder structure noted above in Note A.
Under the Investment Management Agreement, the Fund pays no management fee to the Advisor so long as the Fund is a feeder fund that invests substantially all of its assets in the Portfolio. In the event the Board of Trustees determines it is in the best interests of the Fund to withdraw its investment from the Portfolio, the Advisor may become responsible for directly managing the assets of the Fund under the Investment Management Agreement. In such event, the Fund would pay the Advisor an annual fee (exclusive of any applicable waivers/reimbursements) of 0.15% of the Fund’s average daily net assets, accrued daily and payable monthly.
For the period from January 1, 2024 through September 30, 2024 (through April 30, 2024 for Class A and Class S shares), the Advisor has contractually agreed to waive its fees and/or reimburse fund expenses, including expenses of the Portfolio allocated to the Fund, to the extent necessary to maintain the total annual operating expenses (excluding certain expenses such as extraordinary expenses, taxes,
brokerage, interest expense and acquired fund fees and expenses) of each class as follows:
Effective May 1, 2024 through April 30, 2025 (through September 30, 2024 for Class S shares), the Advisor has contractually agreed to waive its fees and/or reimburse fund expenses, including expenses of the Portfolio allocated to the Fund, to the extent necessary to maintain the total annual operating expenses (excluding certain expenses such as extraordinary expenses, taxes, brokerage, interest expense and acquired fund fees and expenses) of certain classes as follows:
For the six months ended June 30, 2024, fees waived and/or expenses reimbursed for certain classes are as follows:
Administration Fee. Pursuant to an Administrative Services Agreement, DIMA provides most administrative services to the Fund. For all services provided under the Administrative Services Agreement, the Fund pays the Advisor an annual fee (“Administration Fee” ) of 0.097% of the Fund’s average daily net assets, computed and accrued daily and payable monthly. For the six months ended June 30, 2024, the Administration Fee was $611,040, of which $104,522 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 SS&C GIDS, Inc. (“SS&C” ), DSC has delegated certain transfer agent, dividend-paying agent and shareholder service agent functions to SS&C. DSC compensates SS&C out of the shareholder
servicing fee it receives from the Fund. For the six months ended June 30, 2024, the amounts charged to the Fund by DSC were as follows:
In addition, for the six months ended June 30, 2024, the amounts charged to the Fund for recordkeeping and other administrative services provided by unaffiliated third parties, included in the Statement of Operations under “Services to shareholders,” were as follows:
Distribution and Service Agreement. Under the Fund’s Class C 12b-1 Plan, DWS Distributors, Inc. (“DDI” ), a subsidiary of the Advisor, receives a fee (“Distribution Fee” ) of 0.75% of the average daily net assets of Class C shares. In accordance with the Fund’s Underwriting and Distribution Services Agreement, DDI enters into related selling group agreements with various firms at various rates for sales of Class C shares. For the six months ended June 30, 2024, the Distribution Fees were as follows:
In addition, DDI provides information and administrative services for a fee (“Service Fee” ) to Class A and C shareholders at an annual rate of up to 0.25% of the average daily net assets for each such class. DDI in turn has various agreements with financial services firms that provide these services and pays these fees based upon the assets of shareholder
accounts the firms service. For the six months ended June 30, 2024, the Service Fee was as follows:
Underwriting Agreement and Contingent Deferred Sales Charge. DDI is the principal underwriter for the Fund. Underwriting commissions paid in connection with the distribution of Class A shares for the six months ended June 30, 2024 aggregated $11,011.
In addition, DDI receives any contingent deferred sales charge (“CDSC” ) from Class C share redemptions occurring within one year of purchase. There is no such charge upon redemption of any share appreciation or reinvested dividends. The CDSC is 1% of the value of the shares redeemed for Class C. For the six months ended June 30, 2024, the CDSC for Class C shares aggregated $2,688. A deferred sales charge of up to 1% is assessed on certain redemptions of Class A shares.
Other Service Fees. Under an agreement with the Fund, DIMA is compensated for providing regulatory filing services to the Fund. For the six months ended June 30, 2024, the amount charged to the Fund by DIMA included in the Statement of Operations under “Reports to shareholders” aggregated $883, of which $600 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.
Fund Share Transactions
The following table summarizes share and dollar activity in the Fund:
| Six Months Ended
June 30, 2024 | Year Ended
December 31, 2023 |
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| Six Months Ended June 30, 2024 | Year Ended December 31, 2023 |
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Shares issued to shareholders in reinvestment of distributions |
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(The following financial statements of the Deutsche DWS Equity 500 Index Portfolio should be read in conjunction with the Fund’s financial statements.)
Deutsche DWS Equity 500 Index Portfolio | | |
Investment Portfolioas of June 30, 2024 (Unaudited)
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Communication Services 9.3% | |
Diversified Telecommunication Services 0.7% | |
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Verizon Communications, Inc. | | | |
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Live Nation Entertainment, Inc.* | | | |
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Take-Two Interactive Software, Inc.* | | | |
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Warner Bros Discovery, Inc.* | | | |
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Interactive Media & Services 6.7% | |
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Charter Communications, Inc. “A” * | | | |
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Interpublic Group of Companies, Inc. | | | |
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Wireless Telecommunication Services 0.2% | |
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The accompanying notes are an integral part of the financial statements.
| | Deutsche DWS Equity 500 Index Portfolio |
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Consumer Discretionary 9.9% | |
Automobile Components 0.1% | |
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Hotels, Restaurants & Leisure 1.9% | |
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Caesars Entertainment, Inc.* | | | |
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Chipotle Mexican Grill, Inc.* | | | |
| | | |
| | | |
| | | |
Hilton Worldwide Holdings, Inc. | | | |
| | | |
Marriott International, Inc. “A” | | | |
| | | |
MGM Resorts International* | | | |
Norwegian Cruise Line Holdings Ltd.* | | | |
Royal Caribbean Cruises Ltd.* | | | |
| | | |
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The accompanying notes are an integral part of the financial statements.
Deutsche DWS Equity 500 Index Portfolio | | |
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O’Reilly Automotive, Inc.* | | | |
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Textiles, Apparel & Luxury Goods 0.4% | |
| | | |
Lululemon Athletica, Inc.* | | | |
| | | |
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Constellation Brands, Inc. “A” | | | |
| | | |
Molson Coors Beverage Co. “B” | | | |
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The accompanying notes are an integral part of the financial statements.
| | Deutsche DWS Equity 500 Index Portfolio |
| | |
Consumer Staples Distribution & Retail 1.9% | |
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| | | |
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Walgreens Boots Alliance, Inc. | | | |
| | | |
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Archer-Daniels-Midland Co. | | | |
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Lamb Weston Holdings, Inc. | | | |
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Mondelez International, Inc. “A” | | | |
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| |
Church & Dwight Co., Inc. | | | |
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| | | |
| | | |
| | | |
Personal Care Products 0.1% | |
Estee Lauder Companies, Inc. “A” | | | |
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| | | |
The accompanying notes are an integral part of the financial statements.
Deutsche DWS Equity 500 Index Portfolio | | |
| | |
| |
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Philip Morris International, Inc. | | | |
| | | |
| |
Energy Equipment & Services 0.3% | |
| | | |
| | | |
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| | | |
Oil, Gas & Consumable Fuels 3.3% | |
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Occidental Petroleum Corp. | | | |
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Citizens Financial Group, Inc. | | | |
| | | |
Huntington Bancshares, Inc. | | | |
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| | | |
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The accompanying notes are an integral part of the financial statements.
| | Deutsche DWS Equity 500 Index Portfolio |
| | |
PNC Financial Services Group, Inc. | | | |
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| |
Ameriprise Financial, Inc. | | | |
Bank of New York Mellon Corp. | | | |
| | | |
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Cboe Global Markets, Inc. | | | |
| | | |
| | | |
FactSet Research Systems, Inc. | | | |
| | | |
Intercontinental Exchange, Inc. | | | |
| | | |
| | | |
MarketAxess Holdings, Inc. | | | |
| | | |
| | | |
| | | |
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Raymond James Financial, Inc. | | | |
| | | |
| | | |
T. Rowe Price Group, Inc. | | | |
The Goldman Sachs Group, Inc. | | | |
| | | |
| |
| | | |
Capital One Financial Corp. | | | |
Discover Financial Services | | | |
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| | | |
| |
Berkshire Hathaway, Inc. “B” * | | | |
| | | |
Fidelity National Information Services, Inc. | | | |
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The accompanying notes are an integral part of the financial statements.
Deutsche DWS Equity 500 Index Portfolio | | |
| | |
| | | |
Jack Henry & Associates, Inc. | | | |
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American International Group, Inc. | | | |
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Arthur J. Gallagher & Co. | | | |
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| | | |
| | | |
Cincinnati Financial Corp. | | | |
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| | | |
Hartford Financial Services Group, Inc. | | | |
| | | |
Marsh & McLennan Companies, Inc. | | | |
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Principal Financial Group, Inc. | | | |
| | | |
Prudential Financial, Inc. | | | |
Travelers Companies, Inc. | | | |
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| | | |
Regeneron Pharmaceuticals, Inc.* | | | |
Vertex Pharmaceuticals, Inc.* | | | |
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The accompanying notes are an integral part of the financial statements.
| | Deutsche DWS Equity 500 Index Portfolio |
| | |
Health Care Equipment & Supplies 2.3% | |
| | | |
| | | |
Baxter International, Inc. | | | |
| | | |
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| | | |
| | | |
Edwards Lifesciences Corp.* | | | |
GE HealthCare Technologies, Inc. | | | |
| | | |
IDEXX Laboratories, Inc.* | | | |
| | | |
Intuitive Surgical, Inc.* | | | |
| | | |
| | | |
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| | | |
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| | | |
Zimmer Biomet Holdings, Inc. | | | |
| | | |
Health Care Providers & Services 2.4% | |
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Universal Health Services, Inc. “B” | | | |
| | | |
Life Sciences Tools & Services 1.2% | |
Agilent Technologies, Inc. | | | |
The accompanying notes are an integral part of the financial statements.
Deutsche DWS Equity 500 Index Portfolio | | |
| | |
Bio-Rad Laboratories, Inc. “A” * | | | |
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Charles River Laboratories International, Inc.* | | | |
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Mettler-Toledo International, Inc.* | | | |
| | | |
Thermo Fisher Scientific, Inc. | | | |
| | | |
West Pharmaceutical Services, Inc. | | | |
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Huntington Ingalls Industries, Inc. | | | |
L3Harris Technologies, Inc. | | | |
| | | |
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| | | |
| | | |
Air Freight & Logistics 0.4% | |
C.H. Robinson Worldwide, Inc. | | | |
Expeditors International of Washington, Inc. | | | |
The accompanying notes are an integral part of the financial statements.
| | Deutsche DWS Equity 500 Index Portfolio |
| | |
| | | |
United Parcel Service, Inc. “B” | | | |
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| |
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Builders FirstSource, Inc.* | | | |
| | | |
Johnson Controls International PLC | | | |
| | | |
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Commercial Services & Supplies 0.6% | |
| | | |
| | | |
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Construction & Engineering 0.1% | |
| | | |
Electrical Equipment 0.7% | |
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Rockwell Automation, Inc. | | | |
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Ground Transportation 1.0% | |
| | | |
J.B. Hunt Transport Services, Inc. | | | |
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Old Dominion Freight Line, Inc. | | | |
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The accompanying notes are an integral part of the financial statements.
Deutsche DWS Equity 500 Index Portfolio | | |
| | |
Industrial Conglomerates 0.4% | |
| | | |
Honeywell International, Inc. | | | |
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Illinois Tool Works, Inc. | | | |
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Stanley Black & Decker, Inc. | | | |
Westinghouse Air Brake Technologies Corp. | | | |
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| |
American Airlines Group, Inc.* | | | |
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United Airlines Holdings, Inc.* | | | |
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Professional Services 0.6% | |
Automatic Data Processing, Inc. | | | |
Broadridge Financial Solutions, Inc. | | | |
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The accompanying notes are an integral part of the financial statements.
| | Deutsche DWS Equity 500 Index Portfolio |
| | |
Trading Companies & Distributors 0.3% | |
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Information Technology 32.2% | |
Communications Equipment 0.8% | |
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Electronic Equipment, Instruments & Components 0.6% | |
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Keysight Technologies, Inc.* | | | |
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Teledyne Technologies, Inc.* | | | |
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Zebra Technologies Corp. “A” * | | | |
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| |
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Akamai Technologies, Inc.* | | | |
Cognizant Technology Solutions Corp. “A” | | | |
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| | | |
International Business Machines Corp. | | | |
| | | |
| | | |
Semiconductors & Semiconductor Equipment 11.9% | |
Advanced Micro Devices, Inc.* | | | |
| | | |
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The accompanying notes are an integral part of the financial statements.
Deutsche DWS Equity 500 Index Portfolio | | |
| | |
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Microchip Technology, Inc. | | | |
| | | |
Monolithic Power Systems, Inc. | | | |
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Cadence Design Systems, Inc.* | | | |
Crowdstrike Holdings, Inc. “A” * | | | |
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Palo Alto Networks, Inc.* | | | |
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Tyler Technologies, Inc.* | | | |
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Technology Hardware, Storage & Peripherals 6.9% | |
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Hewlett Packard Enterprise Co. | | | |
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| | | |
Seagate Technology Holdings PLC | | | |
The accompanying notes are an integral part of the financial statements.
| | Deutsche DWS Equity 500 Index Portfolio |
| | |
Super Micro Computer, Inc.* | | | |
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Air Products & Chemicals, Inc. | | | |
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CF Industries Holdings, Inc. | | | |
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International Flavors & Fragrances, Inc. | | | |
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LyondellBasell Industries NV “A” | | | |
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Construction Materials 0.1% | |
Martin Marietta Materials, Inc. | | | |
| | | |
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Containers & Packaging 0.2% | |
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Packaging Corp. of America | | | |
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The accompanying notes are an integral part of the financial statements.
Deutsche DWS Equity 500 Index Portfolio | | |
| | |
| |
| |
Alexandria Real Estate Equities, Inc. | | | |
Healthpeak Properties, Inc. | | | |
| | | |
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| | | |
Hotel & Resort REITs 0.0% | |
Host Hotels & Resorts, Inc. | | | |
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Real Estate Management & Development 0.1% | |
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AvalonBay Communities, Inc. | | | |
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Essex Property Trust, Inc. | | | |
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Mid-America Apartment Communities, Inc. | | | |
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Federal Realty Investment Trust | | | |
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Simon Property Group, Inc. | | | |
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Digital Realty Trust, Inc. | | | |
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Extra Space Storage, Inc. | | | |
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The accompanying notes are an integral part of the financial statements.
| | Deutsche DWS Equity 500 Index Portfolio |
| | |
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American Electric Power Co., Inc. | | | |
Constellation Energy Corp. | | | |
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Pinnacle West Capital Corp. | | | |
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Independent Power & Renewable Electricity Producers 0.1% | |
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Consolidated Edison, Inc. | | | |
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Public Service Enterprise Group, Inc. | | | |
The accompanying notes are an integral part of the financial statements.
Deutsche DWS Equity 500 Index Portfolio | | |
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| |
American Water Works Co., Inc. | | | |
Total Common Stocks (Cost $359,426,502) | |
| | |
Government & Agency Obligations 0.0% |
U.S. Treasury Obligations | |
U.S. Treasury Bills, 5.196% (a), 10/3/2024 (b) (Cost $715,164) | | | |
| | |
|
DWS Central Cash Management Government Fund, 5.36% (c) (Cost $14,534,652) | | | |
| | | |
Total Investment Portfolio (Cost $374,676,318) | | | |
Other Assets and Liabilities, Net | | | |
| | | |
The accompanying notes are an integral part of the financial statements.
| | Deutsche DWS Equity 500 Index Portfolio |
A summary of the Fund’s transactions with affiliated investments during the period ended June 30, 2024 are as follows:
| | | Net
Real-
ized
Gain/
(Loss)
($) | Net
Change
in
Unreal-
ized
Appreci-
ation
(Depreci-
ation)
($) | | Capital
Gain
Distri-
butions
($) | Number of
Shares at
6/30/2024 | |
Securities Lending Collateral 0.0% |
DWS Government & Agency Securities Portfolio “DWS Government Cash Institutional Shares” ,
5.24% (c) (d) |
| | | | | | | | |
|
DWS Central Cash Management Government Fund, 5.36% (c) |
| | | | | | | | |
| | | | | | | | |
| Non-income producing security. |
| Annualized yield at time of purchase; not a coupon rate. |
| At June 30, 2024, this security has been pledged, in whole or in part, to cover initial margin requirements for open futures contracts. |
| Affiliated fund managed by DWS Investment Management Americas, Inc. The rate shown is the annualized seven-day yield at period end. |
| Represents cash collateral held in connection with securities lending. Income earned by the Fund is net of borrower rebates. |
| Represents the net increase (purchase cost) or decrease (sales proceeds) in the amount invested in cash collateral for the period ended June 30, 2024. |
REIT: Real Estate Investment Trust |
At June 30, 2024, open futures contracts purchased were as follows:
| | | | | | Unrealized
Depreciation ($) |
| | | | | | |
For information on the Fund’s policy and additional disclosures regarding futures 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 Equity 500 Index Portfolio | | |
Fair Value Measurements
Various inputs are used in determining the value of the Portfolio’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 Portfolio’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 June 30, 2024 in valuing the Portfolio’s investments. For information on the Portfolio’s policy regarding the valuation of investments, please refer to the Security Valuation section of Note A in the accompanying Notes to Financial Statements.
| | | | |
| | | | |
Government & Agency Obligations | | | | |
| | | | |
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| See Investment Portfolio for additional detailed categorizations. |
| Derivatives include unrealized appreciation (depreciation) on open futures contracts. |
The accompanying notes are an integral part of the financial statements.
| | Deutsche DWS Equity 500 Index Portfolio |
Statement of Assets and Liabilities
as of June 30, 2024 (Unaudited)
| |
Investments in non-affiliated securities, at value (cost $360,141,666) | |
Investment in DWS Central Cash Management Government Fund (cost $14,534,652) | |
| |
Receivable for investments sold | |
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Payable for variation margin on futures contracts | |
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Other accrued expenses and payables | |
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The accompanying notes are an integral part of the financial statements.
Deutsche DWS Equity 500 Index Portfolio | | |
Statement of Operations
for the six months ended June 30, 2024 (Unaudited)
| |
| |
Dividends (net of foreign taxes withheld of $57,528) | |
| |
Income distributions — DWS Central Cash Management Government Fund | |
Affiliated securities lending income | |
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| |
Trustees' fees and expenses | |
| |
| |
| |
Realized and Unrealized Gain (Loss) | |
Net realized gain (loss) from: | |
| |
| |
| |
Change in net unrealized appreciation (depreciation) on: | |
| |
| |
| |
| |
Net increase (decrease) in net assets resulting from operations | |
The accompanying notes are an integral part of the financial statements.
| | Deutsche DWS Equity 500 Index Portfolio |
Statements of Changes in Net Assets
Deutsche DWS Equity 500 Index Portfolio |
| Six Months
Ended
June 30, 2024 | |
Increase (Decrease) in Net Assets | | |
| | |
| | |
| | |
Change in net unrealized appreciation
(depreciation) | | |
Net increase (decrease) in net assets resulting from operations | | |
Capital transactions in shares of beneficial interest: | | |
Proceeds from capital invested | | |
Value of capital withdrawn | | |
Net increase (decrease) in net assets from capital transactions in shares of beneficial interest | | |
Increase (decrease) in net assets | | |
Net assets at beginning of period | | |
Net assets at end of period | | |
The accompanying notes are an integral part of the financial statements.
Deutsche DWS Equity 500 Index Portfolio | | |
Financial Highlights
Deutsche DWS Equity 500 Index Portfolio |
| | |
| | | | | | |
Ratios to Average Net Assets and Supplemental Data |
Net assets, end of period ($ millions) | | | | | | |
| | | | | | |
Ratio of net investment income (%) | | | | | | |
Portfolio turnover rate (%) | | | | | | |
Total investment return (%)a | | | | | | |
| Total investment return for the Portfolio was derived from the performance of the Institutional Class of DWS Equity 500 Index Fund. |
| |
| |
The accompanying notes are an integral part of the financial statements.
| | Deutsche DWS Equity 500 Index Portfolio |
Notes to Financial Statements (Unaudited)
A.
Organization and Significant Accounting Policies
Deutsche DWS Equity 500 Index Portfolio (the “Portfolio” ) is registered under the Investment Company Act of 1940, as amended (the “1940 Act” ), as a diversified open-end management investment company organized as a New York trust.
The Portfolio is a master fund; a master/feeder fund structure is one in which a fund (a “feeder fund” ), instead of investing directly in a portfolio of securities, invests most or all of its investment assets in a separate registered investment company (the “master fund” ) with substantially the same investment objective and policies as the feeder fund. Such a structure permits the pooling of assets of two or more feeder funds, preserving separate identities or distribution channels at the feeder fund level. The Portfolio has two affiliated DWS feeder funds, with a significant ownership percentage of the Portfolio’s net assets. Investment activities of these feeder funds could have a material impact on the Portfolio. As of June 30, 2024, DWS S&P 500 Index Fund and DWS Equity 500 Index Fund owned approximately 77% and 23%, respectively, of the Portfolio.
The Portfolio’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 Portfolio 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 Portfolio 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.
The Fund’s Board has designated DWS Investment Management Americas, Inc. (the “Advisor” ) as the valuation designee for the Fund pursuant to Rule 2a-5 under the 1940 Act. The Advisor’s Pricing Committee (the “Pricing Committee” ) typically values securities using readily available market quotations or prices supplied by independent pricing services (which are considered fair values under Rule 2a-5). The Advisor has adopted fair valuation procedures that provide methodologies for fair valuing securities.
Various inputs are used in determining the value of the Portfolio’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 Portfolio’s own assumptions in determining the fair value of investments). The level
Deutsche DWS Equity 500 Index Portfolio | | |
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.
Debt securities are valued at prices supplied by independent pricing services approved by the Pricing Committee. 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.
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 Pricing Committee and are generally categorized as Level 3. In accordance with the Portfolio’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.
| | Deutsche DWS Equity 500 Index Portfolio |
Securities Lending. Deutsche Bank AG, as securities lending agent, lends securities of the Portfolio to certain financial institutions under the terms of its securities lending agreement. During the term of the loans, the Portfolio continues to receive interest and dividends generated by the securities and to participate in any changes in their market value. The Portfolio requires the borrowers of the securities to maintain collateral with the Portfolio 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 securities lending agent will use its best efforts to obtain additional collateral on the next business day to meet required amounts under the securities lending agreement. During the six months ended June 30, 2024, the Fund invested the cash collateral, if any, into a joint trading account in affiliated money market funds, including DWS Government & Agency Securities Portfolio, managed by DWS Investment Management Americas, Inc. DWS Investment Management Americas, Inc. receives a management/administration fee (0.13% annualized effective rate as of June 30, 2024) on the cash collateral invested in DWS Government & Agency Securities Portfolio. The Portfolio 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 securities lending agent. Either the Portfolio 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 Portfolio is not able to recover securities lent, the Portfolio 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 Portfolio 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 June 30, 2024, the Fund had no securities on loan.
Federal Income Taxes. The Portfolio is considered a partnership under the Internal Revenue Code of 1986, as amended. Therefore, no federal income tax provision is necessary.
It is intended that the Portfolio’s assets, income and distributions will be managed in such a way that an investor in the Portfolio will be able to satisfy the requirements of Subchapter M of the Code, assuming that the investor invested all of its assets in the Portfolio.
At June 30, 2024, the aggregate cost of investments for federal income tax purposes was $396,688,545. The net unrealized appreciation for all investments based on tax cost was $1,325,261,099. This consisted of
Deutsche DWS Equity 500 Index Portfolio | | |
aggregate gross unrealized appreciation for all investments for which there was an excess of value over tax cost of $1,368,113,496 and aggregate gross unrealized depreciation for all investments for which there was an excess of tax cost over value of $42,852,397.
The Portfolio has reviewed the tax positions for the open tax years as of December 31, 2023 and has determined that no provision for income tax and/or uncertain tax positions is required in the Portfolio’s financial statements. The Portfolio’s federal tax returns for the prior three fiscal years remain open subject to examination by the Internal Revenue Service.
Contingencies. In the normal course of business, the Portfolio may enter into contracts with service providers that contain general indemnification clauses. The Portfolio’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Portfolio that have not yet been made. However, based on experience, the Portfolio 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.
The Portfolio makes a daily allocation of its net investment income and realized and unrealized gains and losses from securities, futures and foreign currency transactions to its investors in proportion to their investment in the Portfolio.
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 six months ended June 30, 2024, the Portfolio invested in futures contracts to keep cash on hand to meet shareholder redemptions or other needs while maintaining exposure to the stock market.
Upon entering into a futures contract, the Portfolio 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 Portfolio dependent upon the daily fluctuations in the value and are recorded for financial reporting purposes as unrealized gains or losses by the Portfolio. Gains or losses are realized when the contract
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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 Portfolio’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 June 30, 2024, is included in a table following the Portfolio’s Investment Portfolio. For the six months ended June 30, 2024, the investment in futures contracts purchased had a total notional value generally indicative of a range from approximately $4,579,000 to $27,339,000.
The following table summarizes the value of the Portfolio’s derivative instruments held as of June 30, 2024, presented by primary underlying risk exposure:
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The above derivative is located in the following Statement of Assets and Liabilities account: |
| Futures contracts are reported in the table above using cumulative depreciation of futures contracts, as reported in the futures contracts table following the Fund’s Investment Portfolio; within the Statement of Assets and Liabilities, the variation margin at period end is reported as Receivable (Payable) for variation margin on futures contracts. |
Additionally, the amount of unrealized and realized gains and losses on derivative instruments recognized in Portfolio earnings during the six months ended June 30, 2024 and the related location in the accompanying Statement of Operations is summarized in the following tables by primary underlying risk exposure:
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The above derivative is located in the following Statement of Operations account: |
| Net realized gain (loss) from futures contracts |
Deutsche DWS Equity 500 Index Portfolio | | |
Change in Net Unrealized Appreciation (Depreciation) | |
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The above derivative is located in the following Statement of Operations account: |
| Change in net unrealized appreciation (depreciation) on futures contracts |
C.
Purchases and Sales of Securities
During the six months ended June 30, 2024, purchases and sales of investment securities (excluding short-term investments and U.S. Treasury securities) aggregated $13,553,557 and $103,231,321, respectively.
DWS Investment Management Americas, Inc. (“DIMA” or the “Advisor” ), an indirect, wholly owned subsidiary of DWS Group GmbH & Co. KGaA (“DWS Group” ), serves as the investment manager to the Portfolio.
Management Agreement. Under its Investment Management Agreement with the Portfolio, the Advisor determines the securities, instruments and other contracts relating to investments to be purchased, sold or entered into by the Portfolio or delegates such responsibility to the Portfolio’s sub-advisor. Northern Trust Investments, Inc. (“NTI” ) serves as sub-advisor to the Portfolio and is paid by the Advisor for its services. NTI is responsible for the day-to-day management of the Portfolio.
The management fee payable under the Investment Management Agreement is equal to an annual rate (exclusive of any applicable waivers/reimbursements) of 0.05% of the Portfolio’s average daily net assets, computed and accrued daily and payable monthly.
Administration Fee. Pursuant to an Administrative Services Agreement, DIMA provides most administrative services to the Portfolio. For all services provided under the Administrative Services Agreement, the Portfolio pays the Advisor an annual fee (“Administration Fee” ) of 0.03% of the Portfolio’s average daily net assets, computed and accrued daily and payable monthly. For the six months ended June 30, 2024, the Administration Fee was $247,217, of which $42,088 is unpaid.
Other Service Fee. Under an agreement with the Portfolio, DIMA is compensated for providing regulatory filing services to the Portfolio. For the six months ended June 30, 2024, the amount charged to the Portfolio by DIMA included in the Statement of Operations under “Reports to shareholders” aggregated $1,375, of which $455 is unpaid.
Trustees’ Fees and Expenses. The Portfolio paid retainer fees to each Trustee not affiliated with the Advisor, plus specified amounts to the Board Chairperson and to each committee Chairperson.
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Affiliated Cash Management Vehicles. The Portfolio 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 Portfolio 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 Portfolio equal to the amount of the investment management fee payable on the Portfolio’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 six months ended June 30, 2024, the Fund incurred securities lending agent fees to Deutsche Bank AG in the amount of $9.
The Portfolio and other affiliated funds (the “Participants” ) share in a $345 million revolving credit facility provided by a syndication of banks. The Portfolio 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 daily fluctuating rate per annum equal to the sum of 0.10% plus the higher of the Federal Funds Effective Rate and the Overnight Bank Funding Rate, plus 1.25%. The Portfolio may borrow up to a maximum of 33 percent of its net assets under the agreement. The Portfolio had no outstanding loans at June 30, 2024.
Deutsche DWS Equity 500 Index Portfolio | | |
Advisory Agreement Board Considerations and Fee Evaluation
DWS S&P 500 Index Fund (the “Fund” ), a series of Deutsche DWS Institutional Funds, invests substantially all of its assets in Deutsche DWS Equity 500 Index Portfolio (the “Portfolio” ) in order to achieve its investment objective. The Portfolio’s Board of Trustees approved the renewal of the Portfolio’s investment management agreement (the “Portfolio Agreement” ) with DWS Investment Management Americas, Inc. (“DIMA” ) and the sub-advisory agreement (the “Sub-Advisory Agreement” ) between DIMA and Northern Trust Investments, Inc. (“NTI” ), and the Fund’s Board of Trustees (which consists of the same members as the Board of Trustees of the Portfolio) approved the renewal of the Fund’s investment management agreement with DIMA (the “Fund Agreement” and together with the Portfolio Agreement and the Sub-Advisory Agreement, the “Agreements” ) in September 2023. The Portfolio’s Board of Trustees and the Fund’s Board of Trustees are collectively referred to as the “Board” or “Trustees.”
In terms of the process that the Board followed prior to approving the Agreements, shareholders should know that:
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During the entire process, all of the Portfolio’s and the Fund’s Trustees were independent of DIMA and its affiliates (the “Independent Trustees” ).
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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 performance, fees and expenses, profitability, economies of scale, and fall-out benefits from a fee consultant retained by the Independent Trustees (the “Fee Consultant” ).
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The Board also received extensive information throughout the year regarding performance of the Portfolio and the Fund.
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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 as part of their review of the Portfolio’s and the Fund’s contractual arrangements and considered a comprehensive report prepared by the Fee Consultant in connection with their deliberations.
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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 and its predecessors have managed the Portfolio and the Fund since their inception, and the Board believes that a long-term relationship with a capable, conscientious advisor is in the best interests of the Portfolio and the Fund. The Board considered, generally, that shareholders chose to invest or remain invested in the Fund knowing that DIMA managed the Portfolio and 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. DWS Group is majority-owned by Deutsche Bank AG, with approximately 20% of its shares publicly traded.
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 Board considers these and many other factors, including the quality and integrity of DIMA’s and NTI’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 NTI provide portfolio management services to the Portfolio and the Fund and that, pursuant to separate administrative services agreements, DIMA provides administrative services to the Portfolio and 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 Portfolio and 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 NTI. The Board reviewed the Portfolio’s and 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, 2022, the Fund’s performance (Class A shares) was in the 3rd 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).
Fees and Expenses. The Board considered the Portfolio’s and the Fund’s investment management fee schedules, the Portfolio’s sub-advisory fee schedule, the Fund’s 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 Portfolio and the Fund, which include 0.03% and 0.097% fees paid to DIMA under the respective administrative services agreements, were higher than the median (4th quartile) of the applicable Broadridge peer group (based on Broadridge data provided as of December 31, 2022). The Board noted that, although shareholders of the Fund indirectly bear the Portfolio’s management fee, the Fund does not charge an additional investment management fee. With respect to the sub-advisory fee paid to NTI, the Board noted that the fee is paid by DIMA out of its fee and not directly by the Portfolio. The Board noted that the Fund’s Class A shares total (net) operating expenses (excluding 12b-1 fees), which include Portfolio expenses allocated to the Fund, 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, 2022, 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 management fee rate as compared to fees charged by DIMA to comparable DWS U.S. registered funds (“DWS Funds” ) and considered differences between the Portfolio and 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 Portfolio and 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 NTI.
Profitability. The Board reviewed detailed information regarding revenues received by DIMA under the Agreements. 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. The Board did not consider the profitability of NTI with respect to the Portfolio. The Board noted that DIMA pays NTI’s fee out of its management fee, and its understanding that the Portfolio’s sub-advisory fee schedule was the product of an arm’s length negotiation with DIMA.
Economies of Scale. The Board considered whether there are economies of scale with respect to the management of the Portfolio and the Fund and whether the Portfolio and the Fund benefit from any economies of scale. In this regard, the Board observed that while the Portfolio’s and the Fund’s current investment management fee schedule does not include breakpoints, the Portfolio’s and the Fund’s fee schedule represents an appropriate sharing between the Portfolio and the Fund and DIMA of such economies of scale as may exist in the management of the Portfolio and the Fund at current asset levels.
Other Benefits to DIMA and NTI and Their Affiliates. The Board also considered the character and amount of other incidental or “fall-out” benefits received by DIMA and NTI and their affiliates, including any fees received by DIMA for administrative services provided to the Portfolio and 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 Portfolio’s and 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; (ii) the substantial commitment of resources by DIMA and its affiliates to compliance matters, including the retention of compliance personnel; and (iii) ongoing efforts to enhance the compliance program. The Board also considered the attention and resources dedicated by DIMA to the oversight of the investment sub-advisor’s compliance program and compliance with the applicable fund policies and procedures.
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 Portfolio and 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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| (b) The Financial Highlights are included with the Financial Statements under Item 7(a). |
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Item 8. | Changes in and Disagreements with Accountants for Open-End Management Investment Companies. |
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| Not applicable |
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Item 9. | Proxy Disclosures for Open-End Management Investment Companies. |
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| Not applicable |
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Item 10. | Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies. |
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| Not applicable |
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Item 11. | Statement Regarding Basis for Approval of Investment Advisory Contract. |
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| See Item 7(a) |
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Item 12. | Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. |
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| Not applicable |
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Item 13. | Portfolio Managers of Closed-End Management Investment Companies. |
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| Not applicable |
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Item 14. | Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. |
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| Not applicable |
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Item 15. | Submission of Matters to a Vote of Security Holders. |
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| 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. |
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Item 16. | Controls and Procedures. |
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| (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. |
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| (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. |
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Item 17. | Disclosure of Securities Lending Activities for Closed-End Management Investment Companies. |
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| Not applicable |
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Item 18. | Recovery of Erroneously Awarded Compensation. |
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| Not applicable |
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Item 19. | Exhibits |
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| (a)(1) | Not applicable |
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| (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. |
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| (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 Equity 500 Index Portfolio |
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By: | /s/Hepsen Uzcan Hepsen Uzcan Principal Executive Officer |
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Date: | 8/29/2024 |
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 Principal Executive Officer |
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Date: | 8/29/2024 |
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By: | /s/Diane Kenneally Diane Kenneally Principal Financial Officer |
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Date: | 8/29/2024 |
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