REGISTRATION NOs. 2-89971
811-3990
UNITED STATES OF AMERICA
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORMN-1A
| | | | | | | | |
| REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 | | | | X |
| PRE-EFFECTIVE AMENDMENT NO. | | | | | | | | |
| POST-EFFECTIVE AMENDMENT NO. | | 52 | | | | | | X |
| AND/OR | | | | | | | | |
| REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY | | |
| ACT OF 1940 | | | | X |
| AMENDMENT NO. | | 53 | | | | | | X |
NORTHWESTERN MUTUAL SERIES FUND, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
720 EAST WISCONSIN AVENUE
MILWAUKEE, WISCONSIN 53202
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(414)271-1444
(REGISTRANT’S TELEPHONE NUMBER)
RANDY M. PAVLICK, SECRETARY
720 EAST WISCONSIN AVENUE
MILWAUKEE, WISCONSIN 53202
(NAME AND ADDRESS OF AGENT FOR SERVICE)
IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE (CHECK APPROPRIATE BOX)
| | [X] | IMMEDIATELY UPON FILING PURSUANT TO PARAGRAPH (b) |
| | [ ] | ON MAY 1, 2013 PURSUANT TO PARAGRAPH (b) |
| | [ ] | 60 DAYS AFTER FILING PURSUANT TO PARAGRAPH (a)(1) |
| | [ ] | ON (DATE) PURSUANT TO PARAGRAPH (a)(1) |
| | [ ] | 75 DAYS AFTER FILING PURSUANT TO PARAGRAPH (a)(2) |
| | [ ] | ON (DATE) PURSUANT TO PARAGRAPH (a)(2) OF RULE 485 |
| | [ ] | THIS POST-EFFECTIVE AMENDMENT DESIGNATES A NEW EFFECTIVE DATE FOR A PREVIOUSLY FILED POST-EFFECTIVE AMENDMENT. |
This Post-Effective Amendment No. 52 to the Fund’s Registration Statement on Form N-1A (File No. 2-89971) is being filed solely for the purpose of filing exhibits to the Fund’s Post-Effective Amendment No. 50 to its Registration Statement that was previously filed on April 30, 2013 pursuant to Rule 485(b) under the Securities Act of 1933, as amended (SEC Accession No. 0001193125-13-190574). Accordingly, this Post-Effective Amendment No. 52 consists only of a facing page, this explanatory note and Part C of the Registration Statement on Form N-1A setting forth the exhibits to the Registration Statement. This Post-Effective Amendment No. 52 does not modify any other part of the Fund’s Post-Effective Amendment No. 50 to its Registration Statement. This Post-Effective Amendment No. 52 shall become effective immediately upon filing with the Securities and Exchange Commission. The contents of the Fund’s Post-Effective Amendment No. 50 to its Registration Statement are hereby incorporated by reference.
PART C
OTHER INFORMATION
Item 28.Exhibits
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| Exhibit | | Description | | Filed Herewith/Incorporated Herein By Reference To |
| (a)1(a) | | Articles of Incorporation of Northwestern Mutual Series Fund, Inc. filed with the State of Maryland on December 22, 1983 | | EX-99.B1 to Form N-1A Post Effective Amendment No. 13 for Northwestern Mutual Series Fund, Inc. filed on April 26, 1996 |
| (a)1(b) | | Articles of Amendment of Northwestern Mutual Series Fund, Inc. filed with the State of Maryland on May 3, 1993 | | EX-99.B1(a) to Form N-1A Post Effective Amendment No. 13 for Northwestern Mutual Series Fund, Inc. filed on April 26, 1996 |
| (a)1(c) | | Resolutions to Amend the Articles of Incorporation of Northwestern Mutual Series Fund, Inc. adopted by the Directors on February 4, 1999 and filed with the State of Maryland on February 11, 1999 | | Exhibit A(1) to Form N-1A Post Effective Amendment No. 16 for Northwestern Mutual Series Fund, Inc. filed on February 25, 1999 |
| (a)1(d) | | Resolutions to Amend the Articles of Incorporation of Northwestern Mutual Series Fund, Inc. adopted by the Directors on May 3, 2001 and filed with the State of Maryland on May 4, 2001 | | Exhibit A(1) to Form N-1A Post Effective Amendment No. 20 for Northwestern Mutual Series Fund, Inc. filed on May 17, 2001 |
| (a)1(e) | | Resolutions to Amend the Articles of Incorporation of Northwestern Mutual Series Fund, Inc. adopted by the Directors on November 7, 2002 and filed with the State of Maryland on January 31, 2003 | | Exhibit A(1) to Form N-1A Post Effective Amendment No. 23 for Northwestern Mutual Series Fund, Inc. filed on February 14, 2003 |
| (a)1(f) | | Resolutions to Amend the Articles of Incorporation of Northwestern Mutual Series Fund, Inc. adopted by the Directors on February 6, 2003 and filed with the State of Maryland on February 7, 2003 | | Exhibit A(2) to Form N-1A Post Effective Amendment No. 23 for Northwestern Mutual Series Fund, Inc. filed on February 14, 2003 |
| (a)1(g) | | Resolutions to Amend the Articles of Incorporation of Northwestern Mutual Series Fund, Inc. adopted by the Directors on August 3, 2006 and filed with the State of Maryland on February 2, 2007 | | Exhibit (a)1(g) to Form N-1A Post Effective Amendment No. 29 for Northwestern Mutual Series Fund, Inc. filed on February 23, 2007 |
| (a)1(h) | | Resolutions to Amend the Articles of Incorporation of Northwestern Mutual Series Fund, Inc. adopted by the Directors on February 21, 2007 and filed with the State of Maryland on February 22, 2007 | | Exhibit (a)1(h) to Form N-1A Post Effective Amendment No. 30 for Northwestern Mutual Series Fund, Inc. filed on February 23, 2007 |
| (a)1(i) | | Articles of Amendment of Northwestern Mutual Series Fund, Inc. filed with the State of Maryland on April 25, 2007 | | Exhibit (a)1(i) to Form N-1A Post Effective Amendment No. 31 for Northwestern Mutual Series Fund, Inc. filed on April 27, 2007 |
| (a)1(j) | | Articles of Amendment of Northwestern Mutual Series Fund, Inc. filed with the State of Maryland on April 7, 2008 | | Exhibit (a)1(j) to Form N-1A Post-Effective Amendment No. 34 for Northwestern Mutual Series Fund, Inc. filed on April 23, 2008 |
C-1
| | | | |
| Exhibit | | Description | | Filed Herewith/Incorporated Herein By Reference To |
| (a)1(k) | | Articles Supplementary of Northwestern Mutual Series Fund, Inc. filed with the State of Maryland on December 22, 2010. | | Exhibit (a)1(k) to Form N-1A Post-Effective Amendment No. 40 for Northwestern Mutual Series Fund, Inc. filed on February 11, 2011 |
| (a)1(l) | | Articles Supplementary of Northwestern Mutual Series Fund, Inc. filed with the State of Maryland on May 15, 2013 | | Filed herewith |
| (a)1(m) | | Articles Supplementary of Northwestern Mutual Series Fund, Inc. filed with the State of Maryland on December 5, 2013 | | Filed herewith |
| (b)1(a) | | By-Laws of Northwestern Mutual Series Fund, Inc. | | EX-99.B2 to Form N-1A Post Effective Amendment No. 13 for Northwestern Mutual Series Fund, Inc. filed on April 26, 1996 |
| (b)1(b) | | Amendment to By-Laws of Northwestern Mutual Series Fund, Inc. dated February 6, 1997 | | EX-99.B2 to Form N-1A Post Effective Amendment No. 14 for Northwestern Mutual Series Fund, Inc. filed on February 27, 1997 |
| (b)1(c) | | Amendment to By-Laws of Northwestern Mutual Series Fund, Inc. dated November 6, 1997 | | Exhibit B(2) to Form N-1A Post Effective Amendment No. 15 for Northwestern Mutual Series Fund, Inc. filed on April 28, 1998 |
| (b)1(d) | | Amendment to By-Laws of Northwestern Mutual Series Fund, Inc. dated August 6, 1998 | | Exhibit B(2)(a) to Form N-1A Post Effective Amendment No. 16 for Northwestern Mutual Series Fund, Inc. filed on February 25, 1999 |
| (b)1(e) | | Resolutions to Amend By-Laws of Northwestern Mutual Series Fund, Inc. adopted by the Directors on February 4, 1999 | | Exhibit B(2)(b) to Form N-1A Post Effective Amendment No. 16 for Northwestern Mutual Series Fund, Inc. filed on February 25, 1999 |
| (b)1(f) | | Resolutions to Amend By-Laws of Northwestern Mutual Series Fund, Inc. adopted by the Directors on May 3, 2001 | | Exhibit B(1) to Form N-1A Post Effective Amendment No. 20 for Northwestern Mutual Series Fund, Inc. filed on May 17, 2001 |
| (b)1(g) | | Amendment to By-Laws of Northwestern Mutual Series Fund, Inc. dated February 7, 2002 | | Exhibit B to Form N-1A Post Effective Amendment No. 22 for Northwestern Mutual Series Fund, Inc. filed on April 29, 2002 |
| (b)1(h) | | Resolutions to Amend By-Laws of Northwestern Mutual Series Fund, Inc. adopted by the Directors on February 6, 2003 | | Exhibit B to Form N-1A Post Effective Amendment No. 23 for Northwestern Mutual Series Fund, Inc. filed on February 14, 2003 |
| (b)1(i) | | Amendment of By-Laws for Northwestern Mutual Series Fund, Inc., dated August 7, 2003 | | Exhibit (b) to Form N-1A Post Effective Amendment No. 25 for Northwestern Mutual Series Fund, Inc. filed on April 29, 2004 |
| (b)1(j) | | Amended and Restated By-Laws of Northwestern Mutual Series Fund, Inc. adopted on August 5, 2004 | | Exhibit (b)1(j) to Form N-1A Post Effective Amendment No. 26 for Northwestern Mutual Series Fund, Inc. filed on February 18, 2005 |
| (b)1(k) | | Amendment to By-Laws of Northwestern Mutual Series Fund, Inc. dated May 4, 2006 | | Exhibit (b)1(k) to Form N-1A Post Effective Amendment No. 29 for Northwestern Mutual Series Fund, Inc. filed on February 23, 2007 |
| (b)1(l) | | Amendment to By-Laws of Northwestern Mutual Series Fund, Inc. dated August 6, 2008 | | Exhibit (b)1(l) to Form N-1A Post Effective Amendment No. 36 for Northwestern Mutual Series Fund, Inc. filed on February 20, 2009 |
C-2
| | | | |
| Exhibit | | Description | | Filed Herewith/Incorporated Herein By Reference To |
| (b)1(m) | | Amendment to By-Laws of Northwestern Mutual Series Fund, Inc. dated November 16, 2011 | | Exhibit (b)1(m) to Form N-1A Post Effective Amendment No. 46 for Northwestern Mutual Series Fund, Inc. filed on April 27, 2012 |
| (d)1(a) | | Assignment and Assumption of Contracts between Northwestern Mutual Investment Services, LLC (“Assignor”) and Mason Street Advisers, LLC, n/k/a Mason Street Advisors, LLC (“Assignee”), dated January 1, 2002 | | Exhibit D to Form N-1A Post Effective Amendment No. 22 for Northwestern Mutual Series Fund, Inc. filed on April 29, 2002 |
| (d)1(b) | | Investment Advisory Agreement between Northwestern Mutual Series Fund, Inc. and Mason Street Advisors, LLC (on behalf of the eighteen Portfolios), dated May 1, 2003 | | Exhibit (d)1 to Form N-1A Post Effective Amendment No. 25 for Northwestern Mutual Series Fund, Inc. filed on April 29, 2004 |
| (d)1(c) | | Amended Investment Advisory Agreement between Northwestern Mutual Series Fund, Inc. and Mason Street Advisors, LLC (on behalf of the eighteen Portfolios) dated April 30, 2007 | | Exhibit (d)1(c) to Form N-1A Post Effective Amendment No. 31 for Northwestern Mutual Series Fund, Inc. filed on April 27, 2007 |
| (d)1(d) | | Investment Advisory Agreement between Northwestern Mutual Series Fund, Inc. and Mason Street Advisors, LLC dated April 30, 2007 | | Exhibit (d)1(d) to Form N-1A Post Effective Amendment No. 32 for Northwestern Mutual Series Fund, Inc. filed on April 27, 2007 |
| (d)1(e) | | Investment Advisory Agreement between Northwestern Mutual Series Fund, Inc. and Mason Street Advisors, LLC dated May 3, 2007 | | Exhibit (d)1(e) to Form N-1A Post Effective Amendment No. 33 for Northwestern Mutual Series Fund, Inc. filed on February 22, 2008 |
| (d)1(h) | | Form of Amended and Restated Advisory Agreement between Northwestern Mutual Series Fund, Inc. and Mason Street Advisors, LLC | | Exhibit (d)1(h) to Form N-1A Post-Effective Amendment No. 46 for Northwestern Mutual Series Fund, Inc. filed on April 27, 2012 |
| (d)1(i) | | Amended and Restated Advisory Agreement between Northwestern Mutual Series Fund, Inc. and Mason Street Advisors, LLC dated April 30, 2012 | | Exhibit (d)1(i) to Form N-1A Post-Effective Amendment No. 48 for Northwestern Mutual Series Fund, Inc. filed on December 17, 2012 |
| (d)1(j) | | Amended Exhibit A to the Amended and Restated Advisory Agreement between Northwestern Mutual Series Fund, Inc. and Mason Street Advisors, LLC dated April 30, 2012, as amended November 15, 2013 | | Filed herewith |
| (d)2(a) | | Investment Sub-Advisory Agreement Between Northwestern Mutual Investment Services, Inc., and Templeton Investment Counsel, Inc. (on behalf of the International Equity Portfolio), dated April 29, 1994 | | EX-99.B5(h) to Form N-1A Post Effective Amendment No. 13 for Northwestern Mutual Series Fund, Inc. filed on April 26, 1996 |
| (d)2(b) | | Form of Investment Sub-Advisory Agreement between Northwestern Mutual Investment Services, LLC and Capital Guardian Trust Company (on behalf of the Domestic Equity Portfolio) | | Exhibit D(2) to Form N-1A Post Effective Amendment No. 20 for Northwestern Mutual Series Fund, Inc. filed on May 17, 2001 |
C-3
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| Exhibit | | Description | | Filed Herewith/Incorporated Herein By Reference To |
| (d)2(c) | | Form of Investment Sub-Advisory Agreement between Northwestern Mutual Investment Services, LLC and T. Rowe Price Associates, Inc. (on behalf of the Small Cap Value Portfolio) | | Exhibit D(3) to Form N-1A Post Effective Amendment No. 20 for Northwestern Mutual Series Fund, Inc. filed on May 17, 2001 |
| (d)2(d) | | Form of Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and T. Rowe Price Associates, Inc. (on behalf of the Equity Income Portfolio) | | Exhibit D(5) to Form N-1A Post Effective Amendment No. 23 for Northwestern Mutual Series Fund, Inc. filed on February 14, 2003 |
| (d)2(e) | | Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and Janus Capital Management LLC (on behalf of the Focused Appreciation Portfolio) | | Exhibit D to Form N-1A Post Effective Amendment No. 24 for Northwestern Mutual Series Fund, Inc. filed on May 1, 2003 |
| (d)2(f) | | Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and T. Rowe Price Associates, Inc., dated May 1, 2003 (on behalf of the Equity Income Portfolio) | | Exhibit (d)2(g) to Form N-1A Post Effective Amendment No. 31 for Northwestern Mutual Series Fund, Inc. filed on April 27, 2007 |
| (d)2(g) | | Form of Amendment to Investment Sub-Advisory Agreement dated May 1, 2003 between Mason Street Advisors, LLC and T. Rowe Price Associates, Inc., (on behalf of the Equity Income Portfolio) | | Exhibit (d)2(h) to Form N-1A Post Effective Amendment No. 31 for Northwestern Mutual Series Fund, Inc. filed on April 27, 2007 |
| (d)2(h) | | Amendment to Sub-Investment Advisory Agreement between Janus Capital Management LLC and Mason Street Advisors, LLC (on behalf of Focused Appreciation Portfolio), dated May 12, 2003 | | Exhibit (d)2 to Form N-1A Post Effective Amendment No. 25 for Northwestern Mutual Series Fund, Inc. filed on April 29, 2004 |
| (d)2(i) | | Amendment to Investment Sub-Advisory Agreement between Mason Street Advisors, Inc. and Templeton Investment Counsel, Inc. (on behalf of the International Equity Portfolio) dated November 15, 2006 | | Exhibit (d)2(h) to Form N-1A Post Effective Amendment No. 29 for Northwestern Mutual Series Fund, Inc. filed on February 23, 2007 |
| (d)2(j) | | Investment Sub-Advisory Agreement between Mason Street Advisors, Inc. and Pacific Investment Management Company LLC (on behalf of the Long-Term U.S. Government Bond and Multi-Sector Bond Portfolios), dated April 30, 2007 | | Exhibit (d)2(k) to Form N-1A Post Effective Amendment No. 32 for Northwestern Mutual Series Funds, Inc. filed on April 27, 2007 |
| (d)2(k) | | Investment Sub-Advisory Agreement between Mason Street Advisors, Inc. and Massachusetts Financial Services Company (on behalf of the Research International Core and Emerging Markets Equity Portfolios), dated April 30, 2007 | | Exhibit (d)2(l) to Form N-1A Post Effective Amendment No. 32 for Northwestern Mutual Series Funds, Inc. filed on April 27, 2007 |
C-4
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| Exhibit | | Description | | Filed Herewith/Incorporated Herein By Reference To |
| (d)2(l) | | Investment Sub-Advisory Agreement between Mason Street Advisors, Inc. and American Century Investment Management, Inc. (Large Company Value and Inflation Protection Portfolios), dated April 30, 2007 | | Exhibit (d)2(m) to Form N-1A Post Effective Amendment No. 32 for Northwestern Mutual Series Funds, Inc. filed on April 27, 2007 |
| (d)2(m) | | Investment Sub-Advisory Agreement between Mason Street Advisors, Inc. and Capital Guardian Trust Company (on behalf of the Large Cap Blend and Domestic Equity Income Portfolios), dated April 30, 2007 | | Exhibit (d)2(n) to Form N-1A Post Effective Amendment No. 32 for Northwestern Mutual Series Funds, Inc. filed on April 27, 2007 |
| (d)2(n) | | Investment Sub-Advisory Agreement between Mason Street Advisors, Inc. and Capital Guardian Trust Company (on behalf of the Large Cap Blend and Domestic Equity Income Portfolios), dated May 3, 2007 | | Exhibit (d)2(o) to Form N-1A Post Effective Amendment No. 33 for Northwestern Mutual Series Fund, Inc. filed on February 22, 2008 |
| (d)2(o) | | Amendment to Investment Sub-Advisory Agreement between Mason Street Advisors, Inc. and Templeton Investment Counsel, Inc. (on behalf of the International Equity Portfolio) dated May 3, 2007 | | Exhibit (d)2(p) to Form N-1A Post Effective Amendment No. 33 for Northwestern Mutual Series Fund, Inc. filed on February 22, 2008 |
| (d)2(p) | | Amendment to Sub-Investment Advisory Agreement between Janus Capital Management LLC and Mason Street Advisors, LLC (on behalf of the Focused Appreciation Portfolio), dated August 2, 2007 | | Exhibit (d)2(q) to Form N-1A Post Effective Amendment No. 33 for Northwestern Mutual Series Fund, Inc. filed on February 22, 2008 |
| (d)2(q) | | Amendment to Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and T. Rowe Price Associates, Inc. (on behalf of the Small Cap Value Portfolio) dated November 1, 2007 | | Exhibit (d)2(s) to Form N-1A Post Effective Amendment No. 33 for Northwestern Mutual Series Fund, Inc. filed on February 22, 2008 |
| (d)2(r) | | Amendment to Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and T. Rowe Price Associates, Inc., (on behalf of the Equity Income Portfolio) dated November 1, 2007 | | Exhibit (d)2(t) to Form N-1A Post Effective Amendment No. 33 for Northwestern Mutual Series Fund, Inc. filed on February 22, 2008 |
| (d)2(s) | | Amended and Restated Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and Capital Guardian Trust Company, (on behalf of the Domestic Equity Portfolio) dated May 6, 2008 | | Exhibit (d)2(w) to Form N-1A Post Effective Amendment No. 35 for Northwestern Mutual Series Fund, Inc. filed on June 4, 2008 |
| (d)2(t) | | Amended and Restated Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and Templeton Investment Counsel, LLC, (on behalf of the International Equity Portfolio) dated May 6, 2008 | | Exhibit (d)2(x) to Form N-1A Post Effective Amendment No. 35 for Northwestern Mutual Series Fund, Inc. filed on June 4, 2008 |
C-5
| | | | |
| Exhibit | | Description | | Filed Herewith/Incorporated Herein By Reference To |
| (d)2(u) | | Form of Investment Sub-advisory Agreement between Templeton Investment Counsel, LLC and Franklin Templeton Investments (Asia) Limited, (on behalf of the International Equity Portfolio) | | Exhibit (d)2(y) to Form N-1A Post Effective Amendment No. 35 for Northwestern Mutual Series Fund, Inc. filed on June 4, 2008 |
| (d)2(v) | | Amended and Restated Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and Janus Capital Management LLC, (on behalf of the Focused Appreciation Portfolio) dated August 6, 2008 | | Exhibit (d)2(z) to Form N-1A Post Effective Amendment No. 36 for Northwestern Mutual Series Fund, Inc. filed on February 20, 2009 |
| (d)2(w) | | Amended and Restated Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and T. Rowe Price Associates, Inc., (on behalf of the Small Cap Value and Equity Income Portfolios) dated November 4, 2008 | | Exhibit (d)2(bb) to Form N-1A Post Effective Amendment No. 36 for Northwestern Mutual Series Fund, Inc. filed on February 20, 2009 |
| (d)2(x) | | Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and American Century Investment Management, Inc., (on behalf of the Mid Cap Value Portfolio) dated November 4, 2008 to be effective February 23, 2009 | | Exhibit (d)2(cc) to Form N-1A Post Effective Amendment No. 36 for Northwestern Mutual Series Fund, Inc. filed on February 20, 2009 |
| (d)2(y) | | Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and Janus Capital Management LLC (on behalf of the International Growth Portfolio) dated August 6, 2009 to be effective September 25, 2009 | | Exhibit (d)2(y) to Form N-1A Post Effective Amendment No. 38 for Northwestern Mutual Series Fund, Inc. filed on February 22, 2010 |
| (d)2(bb) | | Amendment to Amended and Restated Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and Janus Capital Management LLC, (on behalf of the Focused Appreciation Portfolio) dated August 12, 2010 | | Exhibit (d)2(bb) to Form N-1A Post-Effective Amendment No. 42 for Northwestern Mutual Series Fund, Inc. filed on April 29, 2011 |
| (d)2(cc) | | Amendment to Amended and Restated Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and T. Rowe Price Associates, Inc. (on behalf of the Equity Income and Small Cap Value Portfolios) dated November 16, 2011 | | Exhibit (d)2(cc) to Form N-1A Post-Effective Amendment No. 45 for Northwestern Mutual Series Fund, Inc. filed on February 28, 2012 |
| (d)2(dd) | | Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and Fiduciary Management, Inc. (on behalf of the Large Cap Blend Portfolio) dated August 9, 2012 | | Exhibit (d)2(dd) to Form N-1A Post-Effective Amendment No. 48 for Northwestern Mutual Series Fund, Inc. filed on December 17, 2012 |
| (d)2(ee) | | Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and Delaware Management Company (on behalf of the Domestic Equity Portfolio) dated August 9, 2012 | | Exhibit (d)2(ee) to Form N-1A Post-Effective Amendment No. 48 for Northwestern Mutual Series Fund, Inc. filed on December 17, 2012 |
C-6
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| Exhibit | | Description | | Filed Herewith/Incorporated Herein By Reference To |
| (d)2(ff) | | Second Amended and Restated Investment Sub-advisory Agreement between Mason Street Advisors, LLC and T. Rowe Price Associates, Inc. (on behalf of the Small Cap Value and Equity Income Portfolios) dated November 15, 2012 | | Exhibit (d)2(ff) to Form N-1A Post-Effective Amendment No. 48 for Northwestern Mutual Series Fund, Inc. filed on December 17, 2012 |
| (d)2(gg) | | Amended and Restated Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and Pacific Investment Management Company LLC (on behalf of the Long-Term U.S. Government Bond and Multi-Sector Bond Portfolios) dated November 15, 2012 | | Exhibit (d)2(gg) to Form N-1A Post-Effective Amendment No. 48 for Northwestern Mutual Series Fund, Inc. filed on December 17, 2012 |
| (d)2(jj) | | Amendment to Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and Janus Capital Management LLC (on behalf of the International Growth Portfolio) dated February 21, 2013 | | Exhibit (d)2(jj) to Form N-1A Post-Effective Amendment No. 49 for Northwestern Mutual Series Fund, Inc. filed on February 22, 2013 |
| (d)2(kk) | | Investment Sub-Sub Advisory Agreement between Janus Capital Management, LLC and Janus Capital Singapore Pte. Limited (on behalf of the International Growth Portfolio) dated February 21, 2013 | | Exhibit (d)2(kk) to Form N-1A Post-Effective Amendment No. 49 for Northwestern Mutual Series Fund, Inc. filed on February 22, 2013 |
| (d)2(ll) | | Amended and Restated Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and Massachusetts Financial Services Company (on behalf of the Research International Core and Emerging Markets Equity Portfolios) dated May 9, 2013 | | Filed herewith |
| (d)2(mm) | | Second Amended and Restated Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and Templeton Investment Counsel, LLC (on behalf of the International Equity Portfolio) dated May 9, 2013 | | Filed herewith |
| (d)2(nn) | | Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and The Boston Company Asset Management, LLC (on behalf of the Growth Stock Portfolio) dated May 9, 2013 | | Filed herewith |
| (d)2(oo) | | Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and Fayez Sarofim & Co. (on behalf of the Large Cap Core Stock Portfolio) dated May 9, 2013 | | Filed herewith |
C-7
| | | | |
| Exhibit | | Description | | Filed Herewith/Incorporated Herein By Reference To |
| (d)2(pp) | | Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and William Blair & Company, L.L.C. (on behalf of the Mid Cap Growth Stock Portfolio) dated May 9, 2013 | | Filed herewith |
| (d)2(qq) | | Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and Wellington Management Company, LLP (on behalf of the Small Cap Growth Stock Portfolio) dated May 9, 2013 | | Filed herewith |
| (d)2(rr) | | Assignment and Assumption of Investment Sub-Advisory Agreement between Delaware Management Company and Delaware Investments Fund Advisers (on behalf of the Domestic Equity Portfolio) dated August 8, 2013 | | Filed herewith |
| (d)2(ss) | | Restated Investment Advisory Agreement between Mason Street Advisors, LLC and Delaware Investments Fund Advisers (on behalf of the Domestic Equity Portfolio) dated August 8, 2013 | | Filed herewith |
| (d)2(tt) | | Second Amended and Restated Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and Janus Capital Management, LLC (on behalf of the Focused Appreciation and International Equity Portfolios) dated August 8, 2013 | | Filed herewith |
| (d)2(uu) | | Amended and Restated Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and American Century Investment Management, LLC (on behalf of the Large Company Value, Mid Cap Value and Inflation Protection Portfolios) dated August 8, 2013 | | Filed herewith |
| (d)2(vv) | | Amendment to Second Amended and Restated Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and Janus Capital Management, LLC (on behalf of the Focused Appreciation and International Equity Portfolios) dated November 21, 2013 | | Filed herewith |
| (g)1(a) | | Form of Domestic Custody Agreement between Northwestern Mutual Series Fund, Inc. (on behalf of the Index 400 Stock Portfolio and the Small Cap Growth Stock Portfolio) and The Chase Manhattan Bank | | Exhibit G(8)(a) to Form N-1A Post Effective Amendment No. 16 for Northwestern Mutual Series Fund, Inc. filed on February 25, 1999 |
C-8
| | | | |
| Exhibit | | Description | | Filed Herewith/Incorporated Herein By Reference To |
| (g)1(b) | | Form of amendment to domestic Custodian Agreement between The Chase Manhattan Bank and Northwestern Mutual Series Fund, Inc. (on behalf of the Small Cap Value Portfolio, International Growth Portfolio, Asset Allocation Portfolio and the Domestic Equity Portfolio) | | Exhibit G(1) to Form N-1A Post Effective Amendment No. 20 for Northwestern Mutual Series Fund, Inc. filed on May 17, 2001 |
| (g)1(c) | | Amendment No. 1 to Domestic Custody Agreement between JPMorgan Chase Bank, N.A., as successor in interest to The Chase Manhattan Bank, and Northwestern Mutual Series Fund, Inc. dated August 6, 2009 | | Exhibit (g)1(c) to Form N-1A Post Effective Amendment No. 38 for Northwestern Mutual Series Fund, Inc. filed on February 22, 2010 |
| (g)1(d) | | Global Custody Rider to Domestic Custody Agreement between Northwestern Mutual Series Fund, Inc. and JPMorgan Chase Bank, N.A., as successor in interest to The Chase Manhattan Bank, (on behalf of the Large Company Value Portfolio, Equity Income Portfolio, Mid Cap Value Portfolio, Small Cap Value Portfolio and Inflation Protection Portfolio) effective October 14, 2009 | | Exhibit (g)1(d) to Form N-1A Post Effective Amendment No. 38 for Northwestern Mutual Series Fund, Inc. filed on February 22, 2010 |
| (g)1(e) | | 4th Amendment to the Global Custody Rider to Domestic Custody Agreement between Northwestern Mutual Series Fund, Inc. and JPMorgan Chase Bank, N.A., as successor in interest to The Chase Manhattan Bank, (on behalf of the Large Company Value Portfolio, Focused Appreciation Portfolio, Index 500 Stock Portfolio, Equity Income Portfolio, Index 600 Stock Portfolio, Mid Cap Value Portfolio, Small Cap Value Portfolio and Inflation Protection Portfolio) effective May 24, 2013 | | Filed herewith |
| (g)2(a) | | Mutual Fund Custody and Services Agreement between Mellon Bank, N.A. and Northwestern Mutual Series Fund, Inc. (on behalf of the Select Bond Portfolio and the Balanced Portfolio), dated May 26, 2004 | | Exhibit (g)2 to Form N-1A Post Effective Amendment No. 26 for Northwestern Mutual Series Fund, Inc. filed on February 18, 2005 |
| (g)2(b) | | Amendment to Mutual Fund Custody and Services Agreement between Mellon Bank, N.A. and Northwestern Mutual Series Fund, Inc. dated August 6, 2009 | | Exhibit (g)2(b) to Form N-1A Post Effective Amendment No. 38 for Northwestern Mutual Series Fund, Inc. filed on February 22, 2010 |
| (g)3(a) | | Foreign Custodian Agreement Between Brown Brothers Harriman & Co. and Northwestern Mutual Series Fund, Inc., dated March 31, 1997 | | Exhibit (g)3(a) to Form N-1A Post Effective Amendment No. 26 for Northwestern Mutual Series Fund, Inc. filed on February 18, 2005 |
C-9
| | | | |
| Exhibit | | Description | | Filed Herewith/Incorporated Herein By Reference To |
| (g)3(b) | | Form of amendment to foreign Custodian Agreement between Brown Brothers Harriman & Co. and Northwestern Mutual Series Fund, Inc. | | Exhibit G(3) to Form N-1A Post Effective Amendment No. 20 for Northwestern Mutual Series Fund, Inc. filed on May 17, 2001 |
| (g)3(c) | | Amendment to the Custodian Agreement between Brown Brothers Harriman & Co. and Northwestern Mutual Series Fund, Inc., dated May 1, 2003 | | Exhibit (g)3(c) to Form N-1A Post Effective Amendment No. 26 for Northwestern Mutual Series Fund, Inc. filed on February 18, 2005 |
| (g)3(d) | | Appendix A to the Custodian Agreement between Northwestern Mutual Series Fund, Inc. and Brown Brothers Harriman & Co. dated as of January 30, 2009 | | Exhibit (g)3(d) to Form N-1A Post Effective Amendment No. 36 for Northwestern Mutual Series Fund, Inc. filed on February 20, 2009 |
| (g)3(e) | | Amendment to the Custodian Agreement between Brown Brothers Harriman & Co. and Northwestern Mutual Series Fund, Inc., dated August 6, 2009 | | Exhibit (g)3(e) to Form N-1A Post Effective Amendment No. 38 for Northwestern Mutual Series Fund, Inc. filed on February 22, 2010 |
| (g)3(f) | | Amendment to Appendix A to the Custodian Agreement between Brown Brothers Harriman & Co. and Northwestern Mutual Series Fund, Inc., dated February 24, 2011 | | Exhibit (g)3(f) to Form N-1A Post Effective Amendment No. 41 for Northwestern Mutual Series Fund, Inc. filed on April 29, 2011 |
| (g)3(g) | | Appendix A to the The Custodian Agreement between Northwestern Mutual Series Fund, Inc. and Brown Brothers Harriman & Co. Dated as of August 8, 2013 | | Filed herewith |
| (g)3(h) | | Appendix A to the Foreign Custody Manager Delegation Agreement between Northwestern Mutual Series Fund, Ind. and Brown Brothers Harriman & Co. Dated as of August 8, 2013 | | Filed herewith |
| (g)3(i) | | Class Actions Services Agreement between Northwestern Mutual Series Fund, Inc. and Brown Brothers Harriman & Co. dated August 22, 2012 | | Filed herewith |
| (h)1(a) | | License Agreement between Standard & Poor’s Corporation and Northwestern Mutual Series Fund, Inc. (on behalf of the Index 400 Stock Portfolio), dated February 19, 1999 | | Exhibit H(9) to Form N-1A Post Effective Amendment No. 16 for Northwestern Mutual Series Fund, Inc. filed on February 25, 1999 |
| (h)1(b) | | Form of License Agreement between Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. and Northwestern Mutual Series Fund, Inc. (on behalf of the Index 600 Stock Portfolio), dated April 27, 2007 | | Exhibit (h)1(b) to Form N-1A Post Effective Amendment No. 31 for Northwestern Mutual Series Fund, Inc. filed on April 27, 2007 |
| (h)2(a) | | Form of Agreement to Pay or Reimburse Expenses of the Small Cap Growth Stock Portfolio and the Index 400 Stock Portfolio | | Exhibit H to Form N-1A Post Effective Amendment No. 17 for Northwestern Mutual Series Fund, Inc. filed on April 29, 1999 |
C-10
| | | | |
| Exhibit | | Description | | Filed Herewith/Incorporated Herein By Reference To |
| (h)2(b) | | Form of Agreement to Pay or Reimburse Expenses between Northwestern Mutual Series Fund, Inc., Northwestern Mutual Investment Services, LLC and The Northwestern Mutual Life Insurance Company (on behalf of the Small Cap Value Portfolio, International Growth Portfolio, Domestic Equity Portfolio and Asset Allocation Portfolio) | | Exhibit H(2) to Form N-1A Post Effective Amendment No. 20 for Northwestern Mutual Series Fund, Inc. filed on May 17, 2001 |
| (h)3(a) | | Foreign Custody Manager Delegation Agreement and Appendix “A” thereto, between Northwestern Mutual Series Fund, Inc. and Brown Brothers Harriman & Co., dated March 31, 1997 | | Exhibit (h)3(a) to Form N-1A Post Effective Amendment No. 26 for Northwestern Mutual Series Fund, Inc. filed on February 18, 2005 |
| (h)3(b) | | Form of amendment to Delegation Agreement between Brown Brothers Harriman & Co. and Northwestern Mutual Series Fund, Inc. (on behalf of the Mid Cap Value Portfolio, the Focused Appreciation Portfolio and the Equity Income Portfolio) | | Exhibit H(1) to Form N-1A Post Effective Amendment No. 23 for Northwestern Mutual Series Fund, Inc. filed on February 14, 2003 |
| (h)3(c) | | Amendment to Appendix A of the Foreign Custody Manager Delegation Agreement between Brown Brothers Harriman & Co. and Northwestern Mutual Series Fund, Inc. dated February 24, 2011 | | Exhibit (h)3(c) to Form N-1A Post Effective Amendment No. 41 for Northwestern Mutual Series Fund, Inc. filed on April 29, 2011 |
| (h)4 | | Form of Agreement to Waive Fees between Northwestern Mutual Series Fund, Inc. and Mason Street Advisors, LLC (on behalf of the Mid Cap Value Portfolio, the Focused Appreciation Portfolio and the Equity Income Portfolio) | | Exhibit H(2) to Form N-1A Post Effective Amendment No. 23 for Northwestern Mutual Series Fund, Inc. filed on February 14, 2003 |
| (h)5 | | Updated Agreement to waive fees and reimburse expenses (on behalf of the Small Cap Value Portfolio, International Growth Portfolio, Domestic Equity Portfolio and Asset Allocation Portfolio), dated April 27, 2006 | | Exhibit (h)5 to Form N-1A Post Effective Amendment No. 28 for Northwestern Mutual Series Fund, Inc. filed on April 27, 2006 |
| (h)6 | | Updated Agreement to waive fees and reimburse expenses (on behalf of the Mid Cap Value Portfolio, the Focused Appreciation Portfolio and the Equity Income Portfolio), dated April 27, 2006 | | Exhibit (h)6 to Form N-1A Post Effective Amendment No. 28 for Northwestern Mutual Series Fund, Inc. filed on April 27, 2006 |
| (h)7 | | Agreement to Waive Investment Advisory Fees Relating to the Franklin Templeton International Equity Portfolio dated November 15, 2006 | | Exhibit (h)7 to Form N-1A Post Effective Amendment No. 29 for Northwestern Mutual Series Fund, Inc. filed on February 23, 2007 |
| (h)8 | | Agreement to Waive Investment Advisory Fees Relating to the Franklin Templeton International Equity Portfolio dated December 12, 2006 | | Exhibit (h)8 to Form N-1A Post Effective Amendment No. 29 for Northwestern Mutual Series Fund, Inc. filed on February 23, 2007 |
C-11
| | | | |
| Exhibit | | Description | | Filed Herewith/Incorporated Herein By Reference To |
| (h)9 | | Agreement to Waive Investment Advisory Fees Relating to the Asset Allocation Portfolio dated April 27, 2007 | | Exhibit (h)9 to Form N-1A Post Effective Amendment No. 31 for Northwestern Mutual Series Fund, Inc. filed on April 27, 2007 |
| (h)10 | | Agreement to Pay or Reimburse Certain Expenses between Mason Street Advisors, LLC and Northwestern Mutual Series Fund, Inc., dated April 25, 2007 | | Exhibit (h)10 to Form N-1A Post Effective Amendment No. 31 for Northwestern Mutual Series Fund, Inc. filed on April 27, 2007 |
| (h)11 | | Agreement to Pay or Reimburse Certain Expenses between Mason Street Advisors, LLC and Northwestern Mutual Series Fund, Inc., dated February 21, 2008 | | Exhibit (h)11 to Form N-1A Post Effective Amendment No. 34 for Northwestern Mutual Series Fund, Inc. filed on April 23, 2008 |
| (h)12 | | Agreement to Waive Fees of Northwestern Mutual Series Fund, Inc. Mid Cap Value Portfolio, Focused Appreciation Portfolio and Equity Income Portfolio, dated February 21, 2008 | | Exhibit (h)12 to Form N-1A Post Effective Amendment No. 34 for Northwestern Mutual Series Fund, Inc. filed on April 23, 2008 |
| (h)13 | | Agreement to Waive Mason Street Advisors, LLC Investment Advisory Fees Relating to the International Equity Portfolio, dated February 21, 2008 | | Exhibit (h)13 to Form N-1A Post Effective Amendment No. 34 for Northwestern Mutual Series Fund, Inc. filed on April 23, 2008 |
| (h)14 | | Agreement to Waive Mason Street Advisors, LLC Investment Advisory Fees Relating to the Asset Allocation Portfolio | | Exhibit (h)14 to Form N-1A Post Effective Amendment No. 34 for Northwestern Mutual Series Fund, Inc. filed on April 23, 2008 |
| (h)15 | | Agreement to Waive Mason Street Advisors, LLC Investment Advisory Fees Relating to the International Equity Portfolio dated February 25, 2010 | | Exhibit (h)15 to Form N-1A Post Effective Amendment No. 39 for Northwestern Mutual Series Fund, Inc. filed on April 28, 2010 |
| (h)16 | | Agreement to Waive Mason Street Advisors, LLC Investment Advisory Fees Relating to the Asset Allocation Portfolio dated February 25, 2010 | | Exhibit (h)16 to Form N-1A Post Effective Amendment No. 39 for Northwestern Mutual Series Fund, Inc. filed on April 28, 2010 |
| (h)17 | | Agreement to Pay or Reimburse Certain Expenses between Mason Street Advisors, LLC and Northwestern Mutual Series Fund, Inc., dated February 25, 2010 | | Exhibit (h)17 to Form N-1A Post Effective Amendment No. 39 for Northwestern Mutual Series Fund, Inc. filed on April 28, 2010 |
| (h)21 | | Agreement to Pay or Reimburse Certain Expenses between Mason Street Advisors, LLC and Northwestern Mutual Series Fund, Inc., dated February 24, 2011 | | Exhibit (h)21 to Form N-1A Post Effective Amendment No. 42 for Northwestern Mutual Series Fund, Inc. filed on April 29, 2011 |
| (h)22 | | Agreement to Waive Mason Street Advisors, LLC Investment Advisory Fees Relating to the International Equity Portfolio dated February 24, 2011 | | Exhibit (h)22 to Form N-1A Post Effective Amendment No. 42 for Northwestern Mutual Series Fund, Inc. filed on April 29, 2011 |
| (h)23 | | Agreement to Waive Mason Street Advisors, LLC Investment Advisory Fees Relating to the Asset Allocation Portfolio dated February 24, 2011 | | Exhibit (h)23 to Form N-1A Post Effective Amendment No. 42 for Northwestern Mutual Series Fund, Inc. filed on April 29, 2011 |
C-12
| | | | |
| Exhibit | | Description | | Filed Herewith/Incorporated Herein By Reference To |
| (h)24 | | Agreement to Waive Mason Street Advisors, LLC Investment Advisory Fees Relating to the Small Cap Value Portfolio dated February 24, 2011 | | Exhibit (h)24 to Form N-1A Post Effective Amendment No. 42 for Northwestern Mutual Series Fund, Inc. filed on April 29, 2011 |
| (h)25 | | Agreement to Waive Mason Street Advisors, LLC Investment Advisory Fees Relating to the Mid Cap Value Portfolio dated February 24, 2011 | | Exhibit (h)25 to Form N-1A Post Effective Amendment No. 42 for Northwestern Mutual Series Fund, Inc. filed on April 29, 2011 |
| (h)26 | | Agreement to Waive Mason Street Advisors, LLC Investment Advisory Fees Relating to the Focused Appreciation Portfolio dated February 24, 2011 | | Exhibit (h)26 to Form N-1A Post Effective Amendment No. 42 for Northwestern Mutual Series Fund, Inc. filed on April 29, 2011 |
| (h)27 | | Agreement to Pay or Reimburse Certain Expenses between Mason Street Advisors, LLC and Northwestern Mutual Series Fund, Inc., dated January 24, 2012 | | Exhibit (h)27 to Form N-1A Post-Effective Amendment No. 45 for Northwestern Mutual Series Fund, Inc. filed on February 28, 2012 |
| (h)28 | | Agreement to Waive Certain Investment Advisory Fees between Mason Street Advisors, LLC and Northwestern Mutual Series Fund, Inc. (on behalf of the Focused Appreciation Portfolio, Mid Cap Value Portfolio, Small Cap Value Portfolio, International Equity Portfolio and Asset Allocation Portfolio), dated January 31, 2012 | | Exhibit (h)28 to Form N-1A Post-Effective Amendment No. 45 for Northwestern Mutual Series Fund, Inc. filed on February 28, 2012 |
| (h)29 | | Agreement to Waive Certain Investment Advisory Fees between Mason Street Advisors, LLC and Northwestern Mutual Series Fund, Inc. (on behalf of the Growth Stock Portfolio, Large Cap Core Stock Portfolio, Mid Cap Growth Stock Portfolio, Index 400 Stock Portfolio, Small Cap Growth Stock Portfolio, Short-Term Bond Portfolio and High Yield Bond Portfolio), dated January 1, 2012 | | Exhibit (h)29 to Form N-1A Post-Effective Amendment No. 45 for Northwestern Mutual Series Fund, Inc. filed on February 28, 2012 |
| (h)30 | | Agreement to Waive Mason Street Advisors, LLC Investment Advisory Fees Relating to the Money Market Portfolio, dated January 1, 2012 | | Exhibit (h)30 to Form N-1A Post-Effective Amendment No. 45 for Northwestern Mutual Series Fund, Inc. filed on February 28, 2012 |
| (h)31 | | Agreement to Waive Mason Street Advisors, LLC Investment Advisory Fees Relating to Certain Portfolios of Northwestern Mutual Series Fund, Inc., dated April 24, 2012 | | Exhibit (h)31 to Form N-1A Post Effective Amendment No. 46 for the Northwestern Mutual Series Fund, Inc. filed on April 27, 2012 |
| (h)32 | | Agreement to Waive Mason Street Advisors, LLC Investment Advisory Fees Relating to the Northwestern Mutual Series Fund, Inc., dated April 25, 2012 | | Exhibit (h)32 to Form N-1A Post Effective Amendment No. 46 for the Northwestern Mutual Series Fund, Inc. filed on April 27, 2012 |
C-13
| | | | |
| Exhibit | | Description | | Filed Herewith/Incorporated Herein By Reference To |
| (h)33 | | Agreement to Waive Mason Street Advisors, LLC Investment Advisory Fees Relating to the Money Market Portfolio dated June 19, 2012 | | Exhibit (h)33 to Form N-1A Post-Effective Amendment No. 48 for Northwestern Mutual Series Fund, Inc. filed on December 17, 2012 |
| (h)34 | | Agreement to Waive Mason Street Advisors, LLC Investment Advisory Fees Relating to the Money Market Portfolio dated December 6, 2012 | | Exhibit (h)34 to Form N-1A Post-Effective Amendment No. 49 for Northwestern Mutual Series Fund, Inc. filed on February 22, 2013 |
| (h)35 | | Agreement to Waive Mason Street Advisors, LLC Investment Advisory Fees Relating to Certain Portfolios of Northwestern Mutual Series Fund, Inc. dated February 6, 2013 | | Exhibit (h)35 to Form N-1A Post-Effective Amendment No. 49 for Northwestern Mutual Series Fund, Inc. filed on February 22, 2013 |
| (h)36 | | Agreement to Pay or Reimburse Certain Expenses between Mason Street Advisors, LLC and Northwestern Mutual Series Fund, Inc. dated February 6, 2013 | | Exhibit (h)36 to Form N-1A Post-Effective Amendment No. 49 for Northwestern Mutual Series Fund, Inc. filed on February 22, 2013 |
| (h)37 | | Agreement to Waive Mason Street Advisors, LLC Investment Advisory Fees Relating to Balanced and Asset Allocation Portfolios of Northwestern Mutual Series Fund, Inc. dated March 26, 2013 | | Exhibit (h)37 to Form N-1A Post-Effective Amendment No. 50 for Northwestern Mutual Series Fund, Inc. filed on April 30, 2013 |
| (h)38 | | Agreement to Waive Mason Street Advisors, LLC Investment Advisory Fees Relating to the Money Market Portfolio dated July 24, 2013 | | Filed herewith |
| (h)39 | | Agreement to Waive Mason Street Advisors, LLC Investment Advisory Fees Relating to Large Company Value Portfolio, Mid Cap Value Portfolio and Inflation Protection Portfolio of Northwestern Mutual Series Fund, Inc. dated August 23, 2013 | | Filed herewith |
| (h)40 | | Agreement to Waive Mason Street Advisors, LLC Investment Advisory Fees Relating to Focused Appreciation Portfolio of Northwestern Mutual Series Fund, Inc. dated November 1, 2013 | | Filed herewith |
| (i) | | Opinion and Consent of Counsel | | Exhibit (i) to Form N-1A Post-Effective Amendment No. 50 for Northwestern Mutual Series Fund, Inc. filed on April 30, 2013 |
| (j) | | Consent of Independent Registered Public Accounting Firm | | Exhibit (j) to Form N-1A Post-Effective Amendment No. 50 for Northwestern Mutual Series Fund, Inc. filed on April 30, 2013 |
| (l)1(a) | | Subscription Agreement, dated April 23, 2003 | | Exhibit L to Form N-1A Post Effective Amendment No. 24 for Northwestern Mutual Series Fund, Inc. filed on May 1, 2003 |
| (l)1(b) | | Subscription Agreement, dated April 25, 2007 | | Exhibit (l)1(b) to Form N-1A Post Effective Amendment No. 32 for Northwestern Mutual Series Funds, Inc. filed on April 27, 2007 |
C-14
| | | | |
| Exhibit | | Description | | Filed Herewith/Incorporated Herein By Reference To |
| (l)1(c) | | Subscription Agreement, dated April 28, 2011 | | Exhibit (l)1(b) to Form N-1A Post Effective Amendment No. 41 for Northwestern Mutual Series Funds, Inc. filed on April 29, 2011 |
| (p)1(a) | | Summary of Revisions, effective April 1, 2002, to T. Rowe Price Group, Inc. And Its Affiliates Code of Ethics dated March, 2000; and previously filed as Exhibit P(1) with Post-Effective Amendment No. 20 to the Registration Statement on Form N-1A for Northwestern Mutual Series Fund, Inc., File No. 2-89971, CIK 0000742212, on May 17, 2001, and incorporated herein by reference | | Exhibit P(3) to Form N-1A Post Effective Amendment No. 23 for Northwestern Mutual Series Fund, Inc. filed on February 14, 2003 |
| (p)1(b) | | T. Rowe Price Group, Inc. and Its Affiliates Code of Ethics and Conduct, effective March 31, 2004 | | Exhibit (p)1(b) to Form N-1A Post Effective Amendment No. 26 for Northwestern Mutual Series Fund, Inc. filed on February 18, 2005 |
| (p)1(c) | | T. Rowe Price Group, Inc. and Its Affiliates Code of Ethics and Conduct, effective February1, 2005 | | Exhibit (p)1(c) to Form N-1A Post Effective Amendment No. 28 for Northwestern Mutual Series Fund, Inc. filed on April 27, 2006 |
| (p)1(d) | | T. Rowe Price Group, Inc. and Its Affiliates Code of Ethics and Conduct, effective March 1, 2008 | | Exhibit (p)1(d) to Form N-1A Post Effective Amendment No. 34 for Northwestern Mutual Series Fund, Inc. filed on April 23, 2008 |
| (p)1(e) | | T. Rowe Price Group, Inc. and Its Affiliates Code of Ethics and Conduct, effective March 13, 2009 | | Exhibit (p)1(e) to Form N-1A Post Effective Amendment No. 39 for Northwestern Mutual Series Fund, Inc. filed on April 28, 2010 |
| (p)1(f) | | T. Rowe Price Group, Inc. and Its Affiliates Code of Ethics and Conduct, effective May 20, 2011 | | Exhibit (p)1(f) to Form N-1A Post-Effective Amendment No. 45 for Northwestern Mutual Series Fund, Inc. filed on February 28, 2012 |
| (p)1(g) | | T. Rowe Price Group, Inc. and Its Affiliates Code of Ethics and Conduct, effective May 31, 2012 | | Exhibit (p)1(g) to Form N-1A Post-Effective Amendment No. 50 for Northwestern Mutual Series Fund, Inc. filed on April 30, 2013 |
| (p)1(h) | | T. Rowe Price Group, Inc. and Its Affiliates Code of Ethics and Conduct, effective June 3, 2013 | | Filed herewith |
| (p)2 | | Code of Ethics for Northwestern Mutual Investment Services, LLC, dated April 1, 2002 | | Exhibit (p)1 to Form N-1A Post Effective Amendment No. 25 for Northwestern Mutual Series Fund, Inc. filed on April 29, 2004 |
| (p)3 | | Code of Ethics for Mason Street Advisors, LLC, Mason Street Funds, Inc. and Northwestern Mutual Series Fund, Inc. | | Exhibit (P)1 to Form N-1A Post Effective Amendment No. 22 for Northwestern Mutual Series Fund, Inc. filed on April 29, 2002 |
C-15
| | | | |
| Exhibit | | Description | | Filed Herewith/Incorporated Herein By Reference To |
| (p)3(a) | | Code of Ethics for Mason Street Advisors, LLC, Mason Street Funds, Inc. and Northwestern Mutual Series Fund, Inc., dated February 5, 2004 | | Exhibit (p)2 to Form N-1A Post Effective Amendment No. 25 for Northwestern Mutual Series Fund, Inc. filed on April 29, 2004 |
| (p)3(b) | | Code of Ethics for Mason Street Advisors, LLC, Mason Street Funds, Inc. and Northwestern Mutual Series Fund, Inc., dated January 20, 2005 | | Exhibit (p)3(b) to Form N-1A Post Effective Amendment No. 26 for Northwestern Mutual Series Fund, Inc. filed on February 18, 2005 |
| (p)3(c) | | Statement of Policy on Personal Securities Transactions Adopted by Mason Street Advisors, LLC and Northwestern Mutual Series Fund, Inc., dated April 1, 2006 | | Exhibit (p)3(c) to Form N-1A Post Effective Amendment No. 28 for Northwestern Mutual Series Fund, Inc. filed on April 27, 2006 |
| (p)3(d) | | Statement of Policy on Personal Securities Transactions Adopted by Mason Street Advisors, LLC and Northwestern Mutual Series Fund, Inc., dated July 2, 2007 | | Exhibit (p)3(d) to Form N-1A Post Effective Amendment No. 33 for Northwestern Mutual Series Fund, Inc. filed on February 22, 2008 |
| (p)3(e) | | Personal Trading Policy Adopted by Mason Street Advisors, LLC and Northwestern Mutual Series Fund, Inc. dated July 1, 2009 | | Exhibit (p)3(e) to Form N-1A Post Effective Amendment No. 38 for Northwestern Mutual Series Fund, Inc. filed on February 22, 2010 |
| (p)4(a) | | Code of Ethics for The Capital Group Companies, dated December 2003 | | Exhibit (p)4 to Form N-1A Post Effective Amendment No. 25 for Northwestern Mutual Series Fund, Inc. filed on April 29, 2004 |
| (p)4(b) | | The Capital Group Companies Code of Ethics, dated November 2004 | | Exhibit (p)5(b) to Form N-1A Post Effective Amendment No. 26 for Northwestern Mutual Series Fund, Inc. filed on February 18, 2005 |
| (p)4(c) | | The Capital Group Companies Code of Ethics, dated December 2005 | | Exhibit (p)5(c) to Form N-1A Post Effective Amendment No. 28 for Northwestern Mutual Series Fund, Inc. filed on April 27, 2006 |
| (p)4(d) | | The Capital Group Companies Code of Ethics, dated December 2006 | | Exhibit (p)5(d) to Form N-1A Post Effective Amendment No. 31 for Northwestern Mutual Series Fund, Inc. filed on April 27, 2007 |
| (p)4(e) | | The Capital Group Companies Code of Ethics, dated December 2007 | | Exhibit (p)5(e) to Form N-1A Post Effective Amendment No. 33 for Northwestern Mutual Series Fund, Inc. filed on February 22, 2008 |
| (p)4(f) | | The Capital Group Companies Code of Ethics, dated December 2008 | | Exhibit (p)5(f) to Form N-1A Post Effective Amendment No. 37 for Northwestern Mutual Series Funds, Inc. filed on April 24, 2009 |
| (p)4(g) | | The Capital Group Companies Code of Ethics, dated June 2009 | | Exhibit (p)4(g) to Form N-1A Post Effective Amendment No. 39 for Northwestern Mutual Series Fund, Inc. filed on April 28, 2010 |
| (p)4(h) | | The Capital Group Companies Code of Ethics dated March 2011 | | Exhibit (p)4(h) to Form N-1A Post Effective Amendment No. 42 for Northwestern Mutual Series Fund, Inc. filed on April 29, 2011 |
| (p)4(i) | | The Capital Group Companies Code of Ethics dated June 2011 | | Exhibit (p)4(i) to Form N-1A Post-Effective Amendment No. 45 for Northwestern Mutual Series Fund, Inc. filed on February 28, 2012 |
C-16
| | | | |
| Exhibit | | Description | | Filed Herewith/Incorporated Herein By Reference To |
| (p)5(a) | | Summary of Changes to Code of Ethics for Franklin Templeton Investments, dated May 2003 | | Exhibit (p)5 to Form N-1A Post Effective Amendment No. 25 for Northwestern Mutual Series Fund, Inc. filed on April 29, 2004 |
| (p)5(b) | | Franklin Templeton Investments Code of Ethics revised December 2004 | | Exhibit (p)6(b) to Form N-1A Post Effective Amendment No. 26 for Northwestern Mutual Series Fund, Inc. filed on February 18, 2005 |
| (p)5(c) | | Franklin Templeton Investments Code of Ethics revised April 2005 | | Exhibit (p)6(c) to Form N-1A Post Effective Amendment No. 28 for Northwestern Mutual Series Fund, Inc. filed on April 27, 2006 |
| (p)5(d) | | Franklin Templeton Investments Code of Ethics revised May 2007 | | Exhibit (p)6(d) to Form N-1A Post Effective Amendment No. 33 for Northwestern Mutual Series Fund, Inc. filed on February 22, 2008 |
| (p)5(e) | | Franklin Templeton Investments Code of Ethics revised May 2008 | | Exhibit (p)6(e) to Form N-1A Post Effective Amendment No. 37 for Northwestern Mutual Series Funds, Inc. filed on April 24, 2009 |
| (p)5(f) | | Franklin Templeton Investments Code of Ethics revised May 2009 | | Exhibit (p)5(f) to Form N-1A Post Effective Amendment No. 38 for Northwestern Mutual Series Fund, Inc. filed on February 22, 2010 |
| (p)5(g) | | Franklin Templeton Investments Code of Ethics revised May 2010 | | Exhibit (p)5(g) to Form N-1A Post Effective Amendment No. 42 for Northwestern Mutual Series Fund, Inc. filed on April 29, 2011 |
| (p)5(h) | | Franklin Templeton Investments Code of Ethics revised May 2012 | | Exhibit (p)5(h) to Form N-1A Post-Effective Amendment No. 50 for Northwestern Mutual Series Fund, Inc. filed on April 30, 2013 |
| (p)6(a) | | Janus Ethics Rules dated June 9, 2003 | | Exhibit (p)6 to Form N-1A Post Effective Amendment No. 25 for Northwestern Mutual Series Fund, Inc. filed on April 29, 2004 |
| (p)6(b) | | Janus Ethics Rules revised April 20, 2004 | | Exhibit (p)7(b) to Form N-1A Post Effective Amendment No. 26 for Northwestern Mutual Series Fund, Inc. filed on February 18, 2005 |
| (p)6(c) | | Janus Ethics Rules revised March 22, 2005 | | Exhibit (p)7(c) to Form N-1A Post Effective Amendment No. 27 for Northwestern Mutual Series Fund, Inc. filed on April 29, 2005 |
| (p)6(d) | | Janus Ethics Rules revised March 1, 2006 | | Exhibit (p)7(d) to Form N-1A Post Effective Amendment No. 28 for Northwestern Mutual Series Fund, Inc. filed on April 27, 2006 |
| (p)6(e) | | Janus Ethics Rules revised November 21, 2006 | | Exhibit (p)7(e) to Form N-1A Post Effective Amendment No. 29 for Northwestern Mutual Series Fund, Inc. filed on February 23, 2007 |
| (p)6(f) | | Janus Ethics Rules revised March 27, 2007 | | Exhibit (p)7(f) to Form N-1A Post Effective Amendment No. 31 for Northwestern Mutual Series Fund, Inc. filed on April 27, 2007 |
| (p)6(g) | | Janus Ethics Rules revised December 14, 2007 | | Exhibit (p)7(g) to Form N-1A Post Effective Amendment No. 33 for Northwestern Mutual Series Fund, Inc. filed on February 22, 2008 |
| (p)6(h) | | Janus Ethics Rules revised February 18, 2009 | | Exhibit (p)7(h) to Form N-1A Post Effective Amendment No. 37 for Northwestern Mutual Series Funds, Inc. filed on April 24, 2009 |
C-17
| | | | |
| Exhibit | | Description | | Filed Herewith/Incorporated Herein By Reference To |
| (p)6(i) | | Janus Ethics Rules revised January 5, 2010 | | Exhibit (p)6(i) to Form N-1A Post Effective Amendment No. 39 for Northwestern Mutual Series Fund, Inc. filed on April 28, 2010 |
| (p)6(j) | | Janus Ethics Rules revised March 17, 2011 | | Exhibit (p)6(j) to Form N-1A Post Effective Amendment No. 42 for Northwestern Mutual Series Fund, Inc. filed on April 29, 2011 |
| (p)6(k) | | Janus Ethics Rules revised January 1, 2013 | | Exhibit (p)6(k) to Form N-1A Post-Effective Amendment No. 50 for Northwestern Mutual Series Fund, Inc. filed on April 30, 2013 |
| (p)7(a) | | American Century Investments Code of Ethics dated January 1, 2007 | | Exhibit (p)8 to Form N-1A Post Effective Amendment No. 32 for Northwestern Mutual Series Funds, Inc. filed on April 27, 2007 |
| (p)7(b) | | American Century Investments Code of Ethics dated January 1, 2009 | | Exhibit (p)8(a) to Form N-1A Post Effective Amendment No. 37 for Northwestern Mutual Series Funds, Inc. filed on April 24, 2009 |
| (p)7(c) | | American Century Investments Code of Ethics revised in 2011 | | Exhibit (p)7(c) to Form N-1A Post Effective Amendment No. 42 for Northwestern Mutual Series Fund, Inc. filed on April 29, 2011 |
| (p)8(a) | | MSF Investment Management Code of Ethics effective January 1, 2007 | | Exhibit (p)9 to Form N-1A Post Effective Amendment No. 32 for Northwestern Mutual Series Funds, Inc. filed on April 27, 2007 |
| (p)8(b) | | MSF Investment Management Code of Ethics effective January 1, 2009 | | Exhibit (p)9(a) to Form N-1A Post Effective Amendment No. 37 for Northwestern Mutual Series Funds, Inc. filed on April 24, 2009 |
| (p)8(c) | | MSF Investment Management Code of Ethics effective February 22, 2010 | | Exhibit (p)8(c) to Form N-1A Post-Effective Amendment No. 45 for Northwestern Mutual Series Fund, Inc. filed on February 28, 2012 |
| (p)9(a) | | PIMCO Code of Ethics effective February 15, 2006 | | Exhibit (p)10 to Form N-1A Post Effective Amendment No. 32 for Northwestern Mutual Series Funds, Inc. filed on April 27, 2007 |
| (p)9(b) | | PIMCO Code of Ethics effective March 2009 | | Exhibit (p)9(b) to Form N-1A Post Effective Amendment No. 39 for Northwestern Mutual Series Fund, Inc. filed on April 28, 2010 |
| (p)9(c) | | PIMCO Code of Ethics effective May 2009 | | Exhibit (p)9(c) to Form N-1A Post Effective Amendment No. 42 for Northwestern Mutual Series Fund, Inc. filed on April 29, 2011 |
| (p)9(d) | | PIMCO Code of Ethics effective January 2013 | | Exhibit (p)9(d) to Form N-1A Post-Effective Amendment No. 50 for Northwestern Mutual Series Fund, Inc. filed on April 30, 2013 |
| (p)11(a) | | Delaware Investments Code of Ethics effective December 1, 2011 | | Exhibit (p)11(a) to Form N-1A Post-Effective Amendment No. 48 for Northwestern Mutual Series Fund, Inc. filed on December 17, 2012 |
| (p)11(b) | | Delaware Investments Code of Ethics effective January 1, 2013 | | Exhibit (p)11(b) to Form N-1A Post-Effective Amendment No. 50 for Northwestern Mutual Series Fund, Inc. filed on April 30, 2013 |
| (p)12(a) | | Fiduciary Management, Inc. Code of Ethics effective October 31, 2009 | | Exhibit (p)12(a) to Form N-1A Post-Effective Amendment No. 48 for Northwestern Mutual Series Fund, Inc. filed on December 17, 2012 |
C-18
| | | | |
| Exhibit | | Description | | Filed Herewith/Incorporated Herein By Reference To |
| (p)13(a) | | The Bank of New York Mellon Corporation Code of Conduct (parent to The Boston Company Asset Management, LLC) effective March 2012 | | Filed herewith |
| (p)13(b) | | The Bank of New York Mellon Corporation Personal Securities Trading Policy (parent to The Boston Company Asset Management, LLC) effective May 29, 2012 | | Filed herewith |
| (p)14(a) | | Fayez Sarofim & Co. Code of Ethics – Supervised Persons effective June 14, 2012 | | Filed herewith |
| (p)14(b) | | Fayez Sarofim & Co. Code of Ethics – Non-Employees effective March 31, 2012 | | Filed herewith |
| (p)15(a) | | William Blair & Company, L.L.C. Code of Ethics effective February 18, 2010 | | Filed herewith |
| (p)16(a) | | Wellington Management Company, LLP Code of Ethics effective August 1, 2013 | | Filed herewith |
| (q) | | Power of Attorney | | Exhibit (q) to Form N-1A Post-Effective Amendment No. 50 for Northwestern Mutual Series Fund, Inc. filed on April 30, 2013 |
| Item 29. | Persons Controlled by or under Common Control with Registrant |
Shares of the Registrant have been offered and sold only to The Northwestern Mutual Life Insurance Company (“Northwestern Mutual”), a mutual insurance company organized by a special act of the Wisconsin Legislature, and its separate investment accounts created pursuant to Wisconsin insurance laws. The separate investment accounts are registered under the Investment Company Act of 1940 as unit investment trusts, and the purchasers of variable annuity contracts and variable life insurance policies issued in connection with such accounts have the right to instruct Northwestern Mutual with respect to the voting of the Registrant’s shares held by those accounts. Subject to such voting instruction rights, Northwestern Mutual and its separate investment accounts directly control the Registrant. However, the present practice of Northwestern Mutual, as disclosed elsewhere in this Amended Registration Statement, is to vote the shares of the Registrant held as general assets in the same proportions as the shares for which voting instructions are received.
Subsidiaries of Northwestern Mutual when considered in the aggregate as a single subsidiary would not constitute a significant subsidiary. The subsidiaries of Northwestern Mutual, as of December 1, 2013, as well as their jurisdiction of incorporation and Northwestern Mutual’s direct or indirect ownership percentage, are set forth below.
NORTHWESTERN MUTUAL CORPORATE STRUCTURE1
(as of December 1, 2013)
| | | | |
| Legal Entity Name | | Domestic Jurisdiction | | Owner % |
Operating Subsidiaries | | | | |
Northwestern Mutual Capital, LLC(2) | | Delaware | | 100.00 |
Northwestern Mutual Capital Limited(2) | | United Kingdom | | 100.00 |
Mason Street Advisors, LLC(2) | | Delaware | | 100.00 |
C-19
| | | | |
| Legal Entity Name | | Domestic Jurisdiction | | Owner % |
Northwestern Long Term Care Insurance Company(2) | | Wisconsin | | 100.00 |
Northwestern Mutual Investment Services, LLC(2) | | Wisconsin | | 100.00 |
Northwestern Mutual Real Estate Investments, LLC(2) | | Delaware | | 100.00 |
Northwestern Mutual Wealth Management Company(2) | | United States | | 100.00 |
Frank Russell Company(3) | | Washington | | 92.63 |
| | | | |
All Other Subsidiaries | | | | |
100 East Wisconsin Avenue Joint Venture(2) | | Wisconsin | | 100.00 |
31 Ogden, LLC(2) | | Delaware | | 100.00 |
3412 Exchange, LLC(2) | | Delaware | | 100.00 |
AFE Brentwood Park, LLC(2) | | Delaware | | 100.00 |
Amber, LLC(2) | | Delaware | | 100.00 |
Arbor Lake Village Apartments Limited Liability Company(2) | | Delaware | | 100.00 |
Baraboo, Inc.(2) | | Delaware | | 100.00 |
Bayridge, LLC(2) | | Delaware | | 100.00 |
Bishop Square, LLC(2) | | Delaware | | 100.00 |
Bradford, Inc.(2) | | Delaware | | 100.00 |
Brendan International Sales, Inc.(2) | | U.S. Virgin Islands | | 100.00 |
Burgundy, LLC(2) | | Delaware | | 100.00 |
C – Land Fund, LLC(2) | | Delaware | | 100.00 |
Chateau, LLC(2) | | Delaware | | 100.00 |
Coral, Inc.(2) | | Delaware | | 100.00 |
Cortona Holdings, LLC(2) | | Delaware | | 100.00 |
Crosland Denver Highway 16, LLC(2) | | North Carolina | | 100.00 |
Crosland Greens, LLC(2) | | North Carolina | | 100.00 |
Fairfield West Deer Park LLC(2) | | Delaware | | 100.00 |
Hazel, Inc.(2) | | Delaware | | 100.00 |
Higgins, Inc.(2) | | Delaware | | 100.00 |
Hobby, Inc.(2) | | Delaware | | 100.00 |
Hollenberg 1, Inc.(2) | | Delaware | | 100.00 |
Jacksonville Concourse II, LLC(2) | | Delaware | | 100.00 |
Jacksonville Concourse III, LLC(2) | | Delaware | | 100.00 |
Jacksonville Concourse, LLC(2) | | Delaware | | 100.00 |
Juleen, LLC(2) | | Delaware | | 100.00 |
Justin International FSC, Inc.(2) | | U.S. Virgin Islands | | 100.00 |
Klode, Inc.(2) | | Delaware | | 100.00 |
Kristiana International Sales, Inc.(2) | | U.S. Virgin Islands | | 100.00 |
Logan, Inc.(2) | | Delaware | | 100.00 |
Lydell, Inc.(2) | | Delaware | | 100.00 |
Maroon, Inc.(2) | | Delaware | | 100.00 |
Mason & Marshall, Inc.(2) | | Delaware | | 100.00 |
Millbrook Apartments Associates L.L.C.(2) | | Virginia | | 100.00 |
Mitchell, Inc.(2) | | Delaware | | 100.00 |
Model Portfolios, LLC(2) | | Delaware | | 100.00 |
N.M. Albuquerque, Inc.(2) | | New Mexico | | 100.00 |
Nicolet, Inc.(2) | | Delaware | | 100.00 |
NM BSA, LLC(2) | | Delaware | | 100.00 |
C-20
| | | | |
| Legal Entity Name | | Domestic Jurisdiction | | Owner % |
NM Cancer Center GP, LLC(2) | | Delaware | | 100.00 |
NM DFW Lewisville, LLC(2) | | Delaware | | 100.00 |
NM F/X, LLC(2) | | Delaware | | 100.00 |
NM GP Holdings, LLC(2) | | Delaware | | 100.00 |
NM Harrisburg, Inc.(2) | | Pennsylvania | | 100.00 |
NM Imperial, LLC(2) | | Delaware | | 100.00 |
NM Investment Holdings, Inc.(2) | | Delaware | | 100.00 |
NM Lion, LLC(2) | | Delaware | | 100.00 |
NM Majestic Holdings, LLC(2) | | Delaware | | 100.00 |
NM Pebble Valley LLC(2) | | Delaware | | 100.00 |
NM RE Funds, LLC(2) | | Delaware | | 100.00 |
NM Regal, LLC(2) | | Delaware | | 100.00 |
NM Twin Creeks GP, LLC(2) | | Delaware | | 100.00 |
NML Clubs Associated, Inc.(2) | | Wisconsin | | 100.00 |
NML Development Corporation(2) | | Delaware | | 100.00 |
NML Real Estate Holdings, LLC(2) | | Wisconsin | | 100.00 |
NML Securities Holdings, LLC(2) | | Wisconsin | | 100.00 |
NMRM Holdings, LLC(2) | | Delaware | | 100.00 |
North Charlotte Avenue Holdings, LLC(2) | | Tennessee | | 100.00 |
North Van Buren, Inc.(2) | | Delaware | | 100.00 |
Northwestern Ellis Company(2) | | Nova Scotia | | 100.00 |
Northwestern Mutual Capital GP II, LLC(2) | | Delaware | | 100.00 |
Northwestern Mutual Capital GP III, LLC(2) | | Delaware | | 100.00 |
Northwestern Mutual Capital GP, LLC(2) | | Delaware | | 100.00 |
Northwestern Mutual Capital Mezzanine Fund II, LP(2) | | Delaware | | 100.00 |
Northwestern Mutual Capital Mezzanine Fund III, LP(2) | | Delaware | | 100.00 |
Northwestern Mutual Capital Strategic Equity Fund II, LP(2) | | Delaware | | 100.00 |
Northwestern Mutual Capital Strategic Equity Fund III, LP(2) | | Delaware | | 100.00 |
Northwestern Mutual MU TLD Registry, LLC(2) | | Delaware | | 100.00 |
Northwestern Mutual Registry, LLC(2) | | Delaware | | 100.00 |
Northwestern Mutual Series Fund, Inc.(4) | | Maryland | | 100.00 |
NorthWoods Phase I, LLC | | Delaware | | 100.00 |
NW Pipeline, Inc.(2) | | Texas | | 100.00 |
Olive, Inc.(2) | | Delaware | | 100.00 |
Osprey Links Golf Course, LLC(2) | | Delaware | | 100.00 |
Osprey Links, LLC(2) | | Delaware | | 100.00 |
Park Ridge Corporate Center, LLC(2) | | Delaware | | 100.00 |
Piedmont Center, 1-4 LLC(2) | | Delaware | | 100.00 |
Piedmont Center, 15 LLC(2) | | Delaware | | 100.00 |
Plantation Oaks MHC-NM, LLC(2) | | Delaware | | 100.00 |
RE Corp.(2) | | Delaware | | 100.00 |
Regina International Sales, Inc.(2) | | U.S. Virgin Islands | | 100.00 |
Russet, Inc.(2) | | Delaware | | 100.00 |
Scotty, LLC(2) | | Delaware | | 100.00 |
Solar Resources, Inc.(2) | | Wisconsin | | 100.00 |
Stadium and Arena Management, Inc.(2) | | Delaware | | 100.00 |
Tupelo, Inc.(2) | | Delaware | | 100.00 |
C-21
| | | | |
| Legal Entity Name | | Domestic Jurisdiction | | Owner % |
Two Con Holdings, LLC(2) | | Delaware | | 100.00 |
Two Con SPE, LLC(2) | | Delaware | | 100.00 |
Two Con, LLC(2) | | Delaware | | 100.00 |
Villas of St. Johns L.L.C.(2) | | Florida | | 100.00 |
Walden OC, LLC(2) | | Delaware | | 100.00 |
Warren Corporate Center, LLC(2) | | Delaware | | 100.00 |
West Huron Joint Venture(2) | | Washington | | 100.00 |
White Oaks, Inc.(2) | | Delaware | | 100.00 |
Windwood Drive Ann Arbor, LLC(2) | | Delaware | | 100.00 |
| | (1) | Certain subsidiaries are omitted on the basis that, considered in the aggregate at year end 2013, they did not constitute a significant subsidiary as defined by Regulation S-X. Certain investment partnerships and limited liability companies that hold real estate assets of The Northwestern Mutual Life Insurance Company are not represented. Excluded is the entire corporate structure under Frank Russell Company, which includes registered investment advisers and registered investment companies. |
| | (2) | Subsidiary included in the consolidated financial statements. |
| | (3) | Subsidiary files separate financial statements. |
| | (4) | Growth Stock Portfolio, Focused Appreciation Portfolio, Large Cap Core Stock Portfolio, Large Cap Blend Portfolio, Index 500 Stock Portfolio, Large Company Value Portfolio, Domestic Equity Portfolio, Equity Income Portfolio, Mid Cap Growth Stock Portfolio, Index 400 Stock Portfolio, Mid Cap Value Portfolio, Small Cap Growth Stock Portfolio, Index 600 Stock Portfolio, Small Cap Value Portfolio, International Growth Portfolio, Research International Core Portfolio, International Equity Portfolio, Emerging Markets Equity Portfolio, Money Market Portfolio, Short-Term Bond Portfolio, Select Bond Portfolio, Long-Term U.S. Government Bond Portfolio, Inflation Protection Portfolio, High Yield Bond Portfolio, Multi-Sector Bond Portfolio, Balanced Portfolio, Asset Allocation Portfolio. |
Article IX of Registrant’s by-laws is included as an exhibit to the Registration Statement under the Securities Act of 1933 and the Investment Company Act of 1940. In addition to indemnification pursuant to the Registrant’s by-laws, the Registrant’s directors may in certain circumstances be eligible for indemnification by Northwestern Mutual. Pursuant to action by the Northwestern Mutual trustees, and in accordance with the by-laws of Northwestern Mutual, indemnification by Northwestern Mutual is extended to directors of the Registrant against all reasonable expenses in a successful defense in a proceeding, and liability incurred in a proceeding to which such person was a party because he or she is or was a director of the Registrant. Indemnification is not available if liability was incurred because the director breached or failed to perform a duty owed to Registrant and the breach or failure to perform constituted any of the following: (a) a willful failure to deal fairly with Registrant or its stockholders in connection with a matter in which the director has a material conflict of interest; (b) a violation of criminal law unless the director had reasonable cause to believe his or her conduct was lawful or no reasonable cause to believe his or her conduct was unlawful; (c) a transaction in which the director derived an improper personal benefit; or (d) willful misconduct. Determination of rights to such indemnification is pursuant to the procedures set forth in Northwestern Mutual’s by-laws. The directors are covered under a directors and officers liability insurance policy in the name of the Series Fund. It is in the amount of $25 million ($15 million primary layer and a $10 million secondary layer), with a $500,000 deductible. The cost of the insurance is paid by the Registrant.
C-22
| Item 31. | Business and Other Connections of Investment Adviser |
Mason Street Advisors, LLC (“MSA”), the Registrant’s investment adviser, also provides investment advisory services for Northwestern Mutual and other institutional clients. Several of the directors and officers of MSA also serve as officers of Northwestern Mutual.
Information regarding the business and other connections of each sub-adviser, and its officers and directors is set forth in each sub-adviser’s current Form ADV filed with the Securities and Exchange Commission. The chart below sets forth each sub-adviser and their respective SEC file number.
| | |
| Sub-adviser | | SEC Number |
| American Century Investment Management, Inc. | | 801-8174 |
| Janus Capital Management LLC | | 801-13991 |
| Massachusetts Financial Services Company | | 801-17352 |
| T. Rowe Price Associates, Inc. | | 801-856 |
| Pacific Investment Management Company LLC | | 801-48187 |
| Templeton Investment Counsel, LLC | | 801-15125 |
| Fiduciary Management, Inc. | | 801-15146 |
| Delaware Management Company, a Series of Delaware Management Business Trust | | 801-32108 |
| The Boston Company Asset Management, LLC | | 801-6829 |
| Fayez Sarofim & Co. | | 801-1725 |
| William Blair & Company, L.L.C. | | 801-688 |
| Wellington Management Company, LLP | | 801-15908 |
| Item 32. | Principal Underwriters |
Not applicable.
| Item 33. | Location of Accounts and Records |
Pursuant to the investment advisory agreement, MSA, the Registrant’s adviser, provides or arranges with Northwestern Mutual, its affiliate, for the provision of facilities and personnel for maintaining the Registrant’s books and records. Each account, book or other document required to be maintained by Section 31(a) of the 1940 Act and Rules 17 CFR §§ 270-31a-1 to 31a-3 promulgated thereunder, is kept at 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202, the address of MSA and of Northwestern Mutual, except for records held and maintained by Mellon Bank, N.A., One Mellon Bank Center, Room 1035, Pittsburgh, PA 15258; Brown Brothers Harriman & Co., 50 Post Office Square, Boston, MA 02110 and J.P. Morgan Chase Bank, 270 Park Avenue, New York, NY 10017-2070, relating to their respective functions as custodians.
| Item 34. | Management Services |
Not applicable.
Not applicable.
C-23
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant, Northwestern Mutual Series Fund, Inc., duly caused this Post Effective Amendment No. 52 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Milwaukee, and State of Wisconsin, on the 13th day of December, 2013.
| | |
| NORTHWESTERN MUTUAL SERIES FUND, INC. (Registrant) |
| |
By: | | /s/ KATE M. FLEMING |
| | Kate M. Fleming, President |
Pursuant to the requirements of the Securities Act of 1933, this Amended Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| | | | |
| Signature | | Title | | |
| | |
/s/ KATE M. FLEMING | | President and | | December 13, 2013 |
| Kate M. Fleming | | Principal Executive Officer | | |
| | |
/s/ WALTER M. GIVLER | | Vice President, Chief | | December 11, 2013 |
| Walter M. Givler | | Financial Officer and Treasurer | | |
| | |
/s/ BARBARA E. COURTNEY | | Controller and | | December 13, 2013 |
| Barbara E. Courtney | | Chief Accounting Officer | | |
| | |
/s/ MIRIAM M. ALLISON* | | Director | | December 13, 2013 |
| Miriam M. Allison | | | | |
| | |
/s/ ROBERT H. HUFFMAN III* | | Director | | December 13, 2013 |
| Robert H. Huffman III | | | | |
| | |
/s/ MICHAEL G. SMITH* | | Director | | December 13, 2013 |
| Michael G. Smith | | | | |
| | |
/s/ CHRISTY L. BROWN* | | Director | | December 13, 2013 |
| Christy L. Brown | | | | |
| | |
/s/ GAIL L. HANSON* | | Director | | December 13, 2013 |
| Gail L. Hanson | | | | |
| | |
/s/ R. DAVID ELLS | | Director | | December 16, 2013 |
| R. David Ells | | | | |
| | |
* By | | /s/ KATE M. FLEMING |
| | Kate M. Fleming, Attorney in Fact,
pursuant to the Power of Attorney filed herewith |
C-24
EXHIBIT INDEX
| | |
| Exhibit No. | | Exhibit |
| (a)1(l) | | Articles Supplementary of Northwestern Mutual Series Fund, Inc. filed with the State of Maryland on May 15, 2013 |
| (a)1(m) | | Articles Supplementary of Northwestern Mutual Series Fund, Inc. filed with the State of Maryland on December 5, 2013 |
| (d)1(j) | | Amended Exhibit A to the Amended and Restated Advisory Agreement between Northwestern Mutual Series Fund, Inc. and Mason Street Advisors, LLC dated April 30, 2012, as amended November 15, 2013 |
| (d)2(ll) | | Amended and Restated Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and Massachusetts Financial Services Company (on behalf of the Research International Core and Emerging Markets Equity Portfolios) dated May 9, 2013 |
| (d)2(mm) | | Second Amended and Restated Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and Templeton Investment Counsel, LLC (on behalf of the International Equity Portfolio) dated May 9, 2013 |
| (d)2(nn) | | Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and The Boston Company Asset Management, LLC (on behalf of the Growth Stock Portfolio) dated May 9, 2013 |
| (d)2(oo) | | Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and Fayez Sarofim & Co. (on behalf of the Large Cap Core Stock Portfolio) dated May 9, 2013 |
| (d)2(pp) | | Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and William Blair & Company, L.L.C. (on behalf of the Mid Cap Growth Stock Portfolio) dated May 9, 2013 |
| (d)2(qq) | | Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and Wellington Management Company, LLP (on behalf of the Small Cap Growth Stock Portfolio) dated May 9, 2013 |
| (d)2(rr) | | Assignment and Assumption of Investment Sub-Advisory Agreement between Delaware Management Company and Delaware Investments Fund Advisers (on behalf of the Domestic Equity Portfolio) dated August 8, 2013 |
| (d)2(ss) | | Restated Investment Advisory Agreement between Mason Street Advisors, LLC and Delaware Investments Fund Advisers (on behalf of the Domestic Equity Portfolio) dated August 8, 2013 |
| (d)2(tt) | | Second Amended and Restated Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and Janus Capital Management, LLC (on behalf of the Focused Appreciation and International Equity Portfolios) dated August 8, 2013 |
| (d)2(uu) | | Amended and Restated Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and American Century Investment Management, LLC (on behalf of the Large Company Value, Mid Cap Value and Inflation Protection Portfolios) dated August 8, 2013 |
| (d)2(vv) | | Amendment to Second Amended and Restated Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and Janus Capital Management, LLC (on behalf of the Focused Appreciation and International Equity Portfolios) dated November 21, 2013 |
| (g)1(e) | | 4th Amendment to the Global Custody Rider to Domestic Custody Agreement between Northwestern Mutual Series Fund, Inc. and JPMorgan Chase Bank, N.A., as successor in interest to The Chase Manhattan Bank, (on behalf of the Large Company Value Portfolio, Focused Appreciation Portfolio, Index 500 Stock Portfolio, Equity Income Portfolio, Index 600 Stock Portfolio, Mid Cap Value Portfolio, Small Cap Value Portfolio and Inflation Protection Portfolio) effective May 24, 2013 |
| (g)3(g) | | Appendix A to the The Custodian Agreement between Northwestern Mutual Series Fund, Inc. and Brown Brothers Harriman & Co. Dated as of August 8, 2013 |
| (g)3(h) | | Appendix A to the Foreign Custody Manager Delegation Agreement between Northwestern Mutual Series Fund, Ind. and Brown Brothers Harriman & Co. Dated as of August 8, 2013 |
C-25
| | |
| Exhibit No. | | Exhibit |
| (g)3(i) | | Class Actions Services Agreement between Northwestern Mutual Series Fund, Inc. and Brown Brothers Harriman & Co. dated August 22, 2012 |
| (h)38 | | Agreement to Waive Mason Street Advisors, LLC Investment Advisory Fees Relating to the Money Market Portfolio dated July 24, 2013 |
| (h)39 | | Agreement to Waive Mason Street Advisors, LLC Investment Advisory Fees Relating to Large Company Value Portfolio, Mid Cap Value Portfolio and Inflation Protection Portfolio of Northwestern Mutual Series Fund, Inc. dated August 23, 2013 |
| (h)40 | | Agreement to Waive Mason Street Advisors, LLC Investment Advisory Fees Relating to Focused Appreciation Portfolio of Northwestern Mutual Series Fund, Inc. dated November 1, 2013 |
| (p)1(h) | | T. Rowe Price Group, Inc. and Its Affiliates Code of Ethics and Conduct, effective June 3, 2013 |
| (p)13(a) | | The Bank of New York Mellon Corporation Code of Conduct (parent to The Boston Company Asset Management, LLC) effective March 2012 |
| (p)13(b) | | The Bank of New York Mellon Corporation Personal Securities Trading Policy (parent to The Boston Company Asset Management, LLC) effective May 29, 2012 |
| (p)14(a) | | Fayez Sarofim & Co. Code of Ethics – Supervised Persons effective June 14, 2012 |
| (p)14(b) | | Fayez Sarofim & Co. Code of Ethics – Non-Employees effective March 31, 2012 |
| (p)15(a) | | William Blair & Company, L.L.C. Code of Ethics effective February 18, 2010 |
| (p)16(a) | | Wellington Management Company, LLP Code of Ethics effective August 1, 2013 |
C-26
