NORTHWESTERN MUTUAL SERIES FUND, INC.
ARTICLES SUPPLEMENTARY
Northwestern Mutual Series Fund, Inc., a Maryland corporation having its principal office in Baltimore City, Maryland (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
First: The Corporation is registered as an open-end company under the Investment Company Act of 1940 and has been continuously so registered since its operations began.
Second: (a) The total number of shares of all classes of stock of the Corporation before the decrease contemplated herein and the number and par value of the shares of each class, are as follows: sixty-four billion (64,000,000,000) shares of the par value of one cent ($0.01) per share and having an aggregate par value of Six Hundred Forty Million Dollars ($640,000,000).
(b) The shares are divided into the following classes of capital stock, each class comprising the number of shares and having the designations indicated, subject, however, to the authority to increase and decrease the number of shares of any class granted to the Board of Directors:
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CLASS | | NUMBER OF SHARES |
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Index 500 Stock Portfolio Capital Stock | | 2,000,000,000 |
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Select Bond Portfolio Capital Stock | | 3,000,000,000 |
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Money Market Portfolio Capital Stock | | 2,000,000,000 |
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Balanced Portfolio Capital Stock | | 4,000,000,000 |
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Mid Cap Growth Stock Portfolio Capital Stock | | 2,000,000,000 |
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International Equity Portfolio Capital Stock | | 3,000,000,000 |
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High Yield Bond Portfolio Capital Stock | | 3,000,000,000 |
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Large Cap Core Stock Portfolio Capital Stock | | 2,000,000,000 |
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Growth Stock Portfolio Capital Stock | | 2,000,000,000 |
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Index 400 Stock Portfolio Capital Stock | | 2,000,000,000 |
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Small Cap Growth Stock Portfolio Capital Stock | | 2,000,000,000 |
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Small Cap Value Portfolio Capital Stock | | 2,000,000,000 |
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International Growth Portfolio Capital Stock | | 2,000,000,000 |
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Domestic Equity Portfolio Capital Stock | | 2,000,000,000 |
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Asset Allocation Portfolio Capital Stock | | 2,000,000,000 |
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Mid Cap Value Portfolio Capital Stock | | 2,000,000,000 |
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Focused Appreciation Portfolio Capital Stock | | 2,000,000,000 |
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Equity Income Portfolio Capital Stock | | 2,000,000,000 |
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Large Cap Blend Portfolio Capital Stock | | 2,000,000,000 |
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Large Company Value Portfolio Capital Stock | | 2,000,000,000 |
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Index 600 Stock Portfolio Capital Stock | | 2,000,000,000 |
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Research International Core Portfolio Capital Stock | | 2,000,000,000 |
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Emerging Markets Equity Portfolio Capital Stock | | 2,000,000,000 |
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Inflation Protection Portfolio Capital Stock | | 2,000,000,000 |
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Short-Term Bond Portfolio Capital Stock | | 2,000,000,000 |
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Long-Term U.S. Government Bond Portfolio Capital Stock | | 2,000,000,000 |
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Multi-Sector Bond Portfolio Capital Stock | | 2,000,000,000 |
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Commodities Return Strategy Portfolio Capital Stock | | 2,000,000,000 |
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Unallocated | | 3,000,000,000 |
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TOTAL | | 64,000,000,000 |
Third: the Board of Directors of the Corporation at a meeting duly convened and held on February 21, 2013, in accordance with the procedural requirements of the by-laws of the Corporation and Section 2-105(c) of the Maryland General Corporation Law, approved a reduction in the total shares of capital stock which the Corporation shall have the authority to issue by two billion (2,000,000,000) upon the redemption by the Corporation of all of the outstanding shares of capital stock comprising the Commodities Return Strategy Portfolio Capital Stock share class.
Fourth: the total number of shares of all classes of stock of the Corporation remains, and the number and par value of the shares of each class, are as follows: sixty-two billion (62,000,000,000) shares of the par value of one cent ($0.01) per share and having an aggregate par value of Sixty Hundred Twenty Million Dollars ($620,000,000).
The shares shall be divided into the following classes of capital stock, each class comprising the number of shares and having the designations indicated, subject, however, to the authority to increase and decrease the number of shares of any class granted to the Board of Directors:
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CLASS | | NUMBER OF SHARES |
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Index 500 Stock Portfolio Capital Stock | | 2,000,000,000 |
| |
Select Bond Portfolio Capital Stock | | 3,000,000,000 |
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Money Market Portfolio Capital Stock | | 2,000,000,000 |
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Balanced Portfolio Capital Stock | | 4,000,000,000 |
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Mid Cap Growth Stock Portfolio Capital Stock | | 2,000,000,000 |
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International Equity Portfolio Capital Stock | | 3,000,000,000 |
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High Yield Bond Portfolio Capital Stock | | 3,000,000,000 |
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Large Cap Core Stock Portfolio Capital Stock | | 2,000,000,000 |
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Growth Stock Portfolio Capital Stock | | 2,000,000,000 |
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Index 400 Stock Portfolio Capital Stock | | 2,000,000,000 |
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Small Cap Growth Stock Portfolio Capital Stock | | 2,000,000,000 |
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Small Cap Value Portfolio Capital Stock | | 2,000,000,000 |
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International Growth Portfolio Capital Stock | | 2,000,000,000 |
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Domestic Equity Portfolio Capital Stock | | 2,000,000,000 |
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Asset Allocation Portfolio Capital Stock | | 2,000,000,000 |
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Mid Cap Value Portfolio Capital Stock | | 2,000,000,000 |
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Focused Appreciation Portfolio Capital Stock | | 2,000,000,000 |
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Equity Income Portfolio Capital Stock | | 2,000,000,000 |
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Large Cap Blend Portfolio Capital Stock | | 2,000,000,000 |
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Large Company Value Portfolio Capital Stock | | 2,000,000,000 |
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Index 600 Stock Portfolio Capital Stock | | 2,000,000,000 |
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Research International Core Portfolio Capital Stock | | 2,000,000,000 |
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Emerging Markets Equity Portfolio Capital Stock | | 2,000,000,000 |
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Inflation Protection Portfolio Capital Stock | | 2,000,000,000 |
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Short-Term Bond Portfolio Capital Stock | | 2,000,000,000 |
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Long-Term U.S. Government Bond Portfolio Capital Stock | | 2,000,000,000 |
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Multi-Sector Bond Portfolio Capital Stock | | 2,000,000,000 |
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Unallocated | | 3,000,000,000 |
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TOTAL | | 62,000,000,000 |
IN WITNESS WHEREOF, Northwestern Mutual Series Fund, Inc. has caused these presents to be signed in its name and on its behalf by its President and attested and its corporate seal to be hereunder affixed by its Secretary, on December 4, 2013.
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Attest: | | | | NORTHWESTERN MUTUAL SERIES FUND, INC. |
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/s/ RANDY M. PAVLICK | | | | By: | | /s/ KATE M. FLEMING |
Randy M. Pavlick, Secretary [Corporate Seal] | | | | | | Kate M. Fleming, President |
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The undersigned, President of Northwestern Mutual Series Fund, Inc., who executed on behalf of said Corporation the foregoing Articles Supplementary, of which this certificate is made a part, hereby acknowledges, in the name and on behalf of said Corporation, the foregoing Articles Supplementary to be the corporate act of said Corporation and further certifies that, to the best of her knowledge, information and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects, under the penalties of perjury.
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/s/ KATE M. FLEMING |
Kate M. Fleming, President |
Northwestern Mutual Series Fund, Inc. |
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