Northwestern Mutual Series Fund DEF 14C Information statement

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14C

INFORMATION STATEMENT PURSUANT TO SECTION 14(c)

OF THE SECURITIES EXCHANGE ACT OF 1934

Check the appropriate box:

[ ]	Preliminary Information Statement

[ ]	Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))

[X]	Definitive Information Statement

NORTHWESTERN MUTUAL SERIES FUND, INC.

(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Payment of Filing Fee (Check the appropriate box):

[X]	No fee required.

[ ]	Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.

Title of each class of securities to which transaction applies: __________

Aggregate number of securities to which transaction applies: __________

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set for the amount on which the filing fee is calculated and state how it was determined): __________

Proposed maximum aggregate value of transaction: __________

Total fee paid: __________

[ ]	Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: __________

Form, Schedule or Registration Statement No.: __________

Filing Party: ______________________________________

Date Filed: __________

NORTHWESTERN MUTUAL SERIES FUND, INC.

Select Bond Portfolio

720 East Wisconsin Avenue

Milwaukee, Wisconsin 53202

January 28, 2022

To the Contract Owners:

We are pleased to notify you of a change involving the Select Bond Portfolio (the “Portfolio”), a series of Northwestern Mutual Series Fund, Inc. (the “Series Fund”).

The Series Fund’s Board of Directors (the “Board”) has approved the hiring of Allspring Global Investments, LLC (“Allspring”) to serve as sub-adviser to the Portfolio and, in conjunction with this, the Board has approved a new sub-advisory agreement (the “New Sub-Advisory Agreement”) between Allspring and Mason Street Advisors, LLC, the investment adviser to the Portfolio (“Mason Street Advisors”), on behalf of the Portfolio.

As was previously communicated to you via supplements dated October 25, 2021 and November 12, 2021 to the Series Fund’s prospectus, Allspring began serving as the sub-adviser for the Portfolio effective November 1, 2021. The New Sub-Advisory Agreement took effect on November 1, 2021 upon the acquisition of Wells Fargo Asset Management Holdings, LLC, the parent company of Wells Capital Management, Incorporated (“Wells Capital”) by GTCR LLC and Reverence Capital Partners, L.P. (the “Transaction”) which constituted a change of control of Wells Capital. Wells Capital had been serving as sub-adviser to the Portfolio prior to the closing of the Transaction. As a result of the Transaction, the previous sub-advisory agreement between Mason Street Advisors and Wells Capital with respect to the Portfolio was automatically terminated. In connection with the Transaction, a majority of the investment teams of Wells Capital, including the investment team that had been managing the Portfolio, became employees of Allspring. As a result, the same investment team from Wells Capital continues to provide sub-advisory services to the Portfolio and the individuals responsible for managing the Portfolio on a day-to-day basis have not changed as a result of the change-in-control Transaction. Mason Street Advisors will continue to serve as the investment adviser to the Portfolio.

I encourage you to read the attached Information Statement, which provides information about Allspring and the New Sub-Advisory Agreement, and discusses the factors that the Board considered in approving the New Sub-Advisory Agreement. The Information Statement does not require any action by you.

Sincerely,

RONALD P. JOELSON

President

Northwestern Mutual Series Fund, Inc.

THIS PAGE LEFT INTENTIONALLY BLANK

NORTHWESTERN MUTUAL SERIES FUND, INC.

Select Bond Portfolio

720 East Wisconsin Avenue

Milwaukee, Wisconsin 53202

INFORMATION STATEMENT

January 28, 2022

The Board of Directors (“Board” or “Directors”) of the Northwestern Mutual Series Fund, Inc. (“Series Fund”) recently approved a new Investment Sub-Advisory Agreement (“New Sub-Advisory Agreement”) for the Select Bond Portfolio (the “Portfolio”) between Mason Street Advisors, LLC, in its capacity as investment adviser to the Portfolio (the “Adviser” or “Mason Street Advisors”) and Allspring Global Investments, LLC (“Allspring” or “Sub-Adviser”), effective November 1, 2021. This Information Statement explains why the Directors approved the New Sub-Advisory Agreement with Allspring on behalf of the Portfolio, as well as describes generally the terms of the New Sub-Advisory Agreement.

These changes were approved by the Board without shareholder approval, pursuant to the terms of an Exemptive Order issued by the Securities and Exchange Commission (“SEC”) to the Series Fund and the Adviser.

On or about January 28, 2022, an Important Notice of Internet Availability of Information Statement (the “Notice”) was first sent to contract owners with an allocation to the Portfolio as of October 31, 2021 (record date). This Information Statement is being provided to contract owners in lieu of a proxy statement pursuant to the terms of the Exemptive Order. As stated in the Notice, this Information Statement will be made available at www.nmseriesfund.com under the heading “Additional Documents” on or about January 28, 2022, and will remain available until July 1, 2022. A paper or e-mail copy of this Information Statement may be obtained, without charge, by calling 866-910-1232 or sending an email to vavldocrequest@northwesternmutual.com.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE

REQUESTED NOT TO SEND US A PROXY.

BACKGROUND

Series Fund

The Series Fund is a mutual fund that offers its shares in 27 separate investment portfolios, one of which is the Portfolio. All of the outstanding shares of the Series Fund are held by The Northwestern Mutual Life Insurance Company (“Northwestern Mutual”) through its separate investment accounts (either directly or indirectly through one or more underlying portfolios of the Series Fund operating as a fund of funds) used for funding its variable annuity contracts and variable life insurance policies. Although you are not a shareholder of the Series Fund, all or part of the net considerations or premiums and accumulated amounts under your variable annuity contract or variable life insurance policy are invested in shares of the Series Fund through NML Variable Annuity Account A, NML Variable Annuity Account B, NML Variable Annuity Account C, Northwestern Mutual Variable Life Account or Northwestern Mutual Variable Life Account II. You are receiving this Information Statement because you have directed Northwestern Mutual to allocate all or a portion of your investment to the Portfolio as of October 31, 2021.

Adviser

Mason Street Advisors serves as the investment adviser to the Portfolio pursuant to an Amended and Restated Advisory Agreement between the Series Fund and Mason Street Advisors dated April 30, 2012 (“Advisory Agreement”). The Advisory Agreement permits Mason Street Advisors to employ one or more sub-advisers for the purpose of providing investment management services for any of the Series Fund’s portfolios, including the Portfolio. Under the Advisory Agreement, Mason Street Advisors, among other things, monitors and evaluates the performance of sub-advisers to the Series Fund’s portfolios on an ongoing basis. Factors it considers are, among others: the qualifications of a sub-adviser’s investment personnel, its investment philosophy and process, and its long-term performance results. Mason Street Advisors also recommends the hiring, termination or replacement of a sub-adviser when deemed appropriate.

Board Action Pursuant to Exemptive Order

Pursuant to an Exemptive Order issued to Mason Street Advisors and the Series Fund by the SEC, Mason Street Advisors is permitted to hire, terminate or replace sub-advisers to the Series Fund’s portfolios, and to modify material terms and conditions of sub-advisory agreements relating to the portfolios, without shareholder approval, subject to certain conditions and the approval of the Board. Consistent with the terms of the Exemptive Order, at a meeting of the Board held on June 3, 2021, the Directors, including a majority of the Directors who are not “interested persons” (as that term is defined in the Investment Company Act of 1940, as amended) of the Series Fund or Mason Street Advisors (“Independent Directors”), conditionally appointed Wells Capital Management, Incorporated (“Wells Capital”), or its to-be-named successor upon a change-in-control transaction, to serve as the sub-adviser for the Portfolio, and conditionally approved the New Sub-Advisory Agreement, with the effectiveness of the appointment and the New Sub-Advisory Agreement contingent upon the consummation of a change-in-control transaction, as described below, involving Wells Capital.

The Series Fund and Mason Street Advisors have agreed to comply with certain conditions when acting in reliance on the relief granted in the Exemptive Order. These conditions require, among other things, that within 90 days of the date a newly hired sub-adviser begins providing services, the affected shareholders will be furnished this Information Statement, which contains information about Allspring, the New Sub-Advisory Agreement, and other information.

SUB-ADVISORY AGREEMENT

Board Actions in Anticipation of Change-in-Control Transaction Involving Wells Capital Management, Incorporated

At the June 3, 2021 meeting of the Series Fund Board of Directors, the Board, including a majority of the Independent Directors, unanimously and conditionally approved the New Sub-Advisory Agreement by and between Mason Street Advisors and Wells Capital, or its to-be-named successor under the terms of a planned change-in-control transaction, with respect to the Select Bond Portfolio (the “Portfolio”) of the Series Fund. Wells Capital had been serving as the sub-adviser to the Portfolio pursuant to the terms of a Second Amended and Restated Investment Sub-Advisory Agreement by and between Mason Street Advisors and Wells Capital dated November 28, 2018 (the “Previous Sub-Advisory Agreement”). Mason Street Advisors informed the Board that a change-in-control transaction involving Wells Capital was anticipated to occur during the second half of 2021. The transaction involved the purchase of Wells Fargo Asset Management Holdings, LLC, the parent of Wells Capital, by GTCR LLC and Reverence Capital Partners, L.P., (the “Transaction”). Mason Street Advisors informed the Board that the consummation of the Transaction would result in a change of control of Wells Capital that would cause the termination of the Previous Sub-Advisory Agreement. The Transaction closed on November 1, 2021, with Allspring Global Investments, LLC (“Allspring”) designated as the investment manager intended to serve as sub-adviser to the Portfolio.

Board Considerations Related to Approval of Allspring as Sub-Adviser

In considering the New Sub-Advisory Agreement with Allspring, the Board reviewed information that was provided by Mason Street Advisors and Wells Capital related to the Transaction. Upon notification by Wells Capital of the planned Transaction, Mason Street Advisors prepared a Change-in-Control Informational Questionnaire to solicit comprehensive information regarding the Transaction. The Board was provided with information outlining the details regarding the structure of the Transaction and its material terms and conditions, including information on financing. Wells Capital provided a detailed response to the Questionnaire, which confirmed that, in connection with the Transaction, the Wells Capital investment team servicing the Portfolio would retain all current investment personnel and material investment support staff, with no contemplated structural change to the investment team. Further, Wells Capital advised that all services currently delivered to the Portfolio would continue to be delivered without interruption and without any material changes in resources, staff or service components following the closing of the Transaction. The Directors reviewed the responses provided to the Change-in-Control Informational Questionnaire Response and the associated exhibits and reference materials provided by Wells Capital. The Board considered information provided by Wells Capital regarding compliance and risk management functions and the resources to be dedicated to such functions following the closing of the Transaction. The Board also reviewed and considered information regarding key affiliations and business relationships between Mason Street Advisors and its affiliates and the acquiring entities.

The rationale for the Board’s approval, and the terms of the New Sub-Advisory Agreement, are described below. In addition to the information provided to them in anticipation of and at the June 3, 2021 Board meeting, the Directors considered the presentation of Wells Capital at a meeting of the Investment Oversight Committee of the Board held on June 2, 2021, and Wells Capital’s responses to the Directors’ questions during its presentation session. Information about Allspring is located in the “MANAGEMENT” section.

In determining whether to approve the New Sub-Advisory Agreement, the Directors received, in addition to the information described above related to the Transaction, detailed information from Mason Street

Advisors and Wells Capital to assist them in their evaluation. The Independent Directors also received a memorandum from their counsel advising them of their responsibilities in connection with the approval of the New Sub-Advisory Agreement, and had an opportunity to review with their counsel the legal standards governing the review of the New Sub-Advisory Agreement, including how these standards should be applied to the review of information relating to an individual sub-adviser under the Series Fund’s manager of managers structure. In considering the New Sub-Advisory Agreement and evaluating and assessing information related thereto, different Directors may have placed greater weight on certain factors than did other Directors.

Nature, Extent and Quality of Services. In determining whether to approve the New Sub-Advisory Agreement, the Board considered the nature, extent and quality of the services that had been and were currently being provided by Wells Capital under the Previous Sub-Advisory Agreement as well as the services that would continue to be provided by Allspring under the New Sub-Advisory Agreement. In particular, the Directors considered Wells Capital’s representations that, after the Transaction, it was expected that: (i) the portfolio management team would continue to provide the same nature, extent and quality of service that it currently provides to the Portfolio; (ii) the portfolio management team would continue to manage the Portfolio’s assets in accordance with the current investment objective and strategies of the Portfolio; and (iii) the portfolio management team would retain the same level of resources to support the management of the Portfolio. In approving the New Sub-Advisory Agreement, the Board also considered its prior conclusions with respect to its approvals of the Previous Sub-Advisory Agreement, including the Board’s general satisfaction with the nature, quality and extent of services being provided by Wells Capital to the Portfolio. In making its most recent approval and continuance of the Previous Sub-Advisory Agreement, which occurred at a Board meeting on December 7, 2020, the Board considered a variety of factors, including for example, the experience and qualifications of the portfolio management team and the Portfolio’s performance. The Board also considered the information submitted in response to the Change-in-Control Questionnaire, including information regarding the background, history and experience of the acquiring entities in connection with their acquisitions and investments in portfolio companies. Based on their review of the foregoing factors and other factors deemed relevant, the Board concluded that they were satisfied with the nature, extent and quality of the services to be provided by Allspring to the Portfolio and the resources to be committed by the firm in providing such services.

Investment Performance. The Directors reviewed the investment performance record of Wells Capital as sub-adviser to the Portfolio over multiple periods. In addition to considering performance for the Portfolio for both short- and long-term periods, the Directors considered a comparison of the Portfolio’s one-, three-, and five-year performance to the returns of the appropriate index benchmarks and indices, and the performance averages of the Portfolio’s respective Morningstar and Lipper fund group categories for the same periods. The Directors also reviewed the current composition of the Portfolio and various metrics. They reviewed information regarding sector weightings, duration, inflows and outflows, credit rating information, turnover rates, expense ratios and performance attribution factors. Based on its review of performance returns and related performance factors, the Board concluded that they were satisfied with the investment performance record of Wells Capital as it related to the Portfolio.

Management Fees and Expenses and Related Matters. In evaluating the management fees paid by the Portfolio, the Directors considered the contractual fees paid by the Portfolio under the Advisory Agreement between Mason Street Advisors and the Series Fund and the sub-advisory fees proposed by Allspring for services to be provided to the Portfolio. They also considered the advisory fee waiver arrangement that was in place for the Portfolio. The Board considered the form of the New Sub-Advisory Agreement and concluded that it substantially conformed, in all material respects, with the form, terms and provisions of the Previous Sub-Advisory Agreement.

The Directors considered that there would be no change in the sub-advisory fees to be paid to Allspring under the New Sub-Advisory Agreement and that the fees payable were identical to those paid under the terms of the Previous Sub-Advisory Agreement. Based upon the foregoing, the Board concluded that the sub-advisory fees proposed by Allspring for the Portfolio were reasonable in relation to the nature, scope and quality of the services to be provided by Allspring.

The Board concluded that they were satisfied that Mason Street Advisors’ level of profitability from its relationship with the Portfolio continued to remain appropriate and was not excessive. The Board also considered that the existing fee waiver agreements would continue to remain in place and concluded that the fee structure for the Portfolio reflected appropriate economies of scale between the Portfolio and Mason Street Advisors.

Other Information. The Directors were presented with other information about Allspring following consummation of the Transaction intended to assist them in their consideration of the approval of the New Sub-Advisory Agreement, including information regarding compliance management structure and resources, information regarding the firm’s cybersecurity program and business continuity plan and associated resources, and information regarding portfolio manager compensation practices for those portfolio managers servicing the Portfolio.

Conclusions of the Directors. Based on a consideration of all information deemed relevant in its totality, the Board, including the Independent Directors, and assisted by the advice of legal counsel independent of Mason Street Advisors, in the exercise of its business judgment concluded that it was in the best interest of the Select Bond Portfolio to approve hiring Allspring as sub-adviser for the Portfolio and entering into the New Sub-Advisory Agreement between Mason Street Advisors and Allspring.

Description of the New Sub-Advisory Agreement

Under the terms of the New Sub-Advisory Agreement, Allspring shall, subject to the supervision and oversight of the Board and the Adviser, supervise, manage and direct the investment of the Portfolio’s assets in accordance with the Portfolio’s investment objective, policies and restrictions as stated in the Series Fund’s prospectus and statement of additional information, and with such further guidelines as the Adviser may communicate from time to time, conduct a continual program of evaluation, investment, sale and reinvestment of the Portfolio’s assets by determining the securities and other investments that will be purchased and sold, when transactions will be executed, and what portion of the Portfolio’s assets will be invested or remain uninvested. Allspring will also perform certain other administrative and compliance related functions in connection with the management of the Portfolio, including the maintenance of records relating to its services and the provision of periodic reports to the Adviser and the Board.

The New Sub-Advisory Agreement provides for Allspring to be compensated based on the average daily net assets of the Portfolio at the following rates: 0.15% on the first $500 million in assets, 0.13% on the next $500 million in assets, 0.12% on the next $1 billion in assets, 0.11% on the next $1 billion in assets and 0.10% on assets over $3 billion.

Under the New Sub-Advisory Agreement, Allspring is compensated from the fees that the Adviser receives from the Portfolio. Allspring generally will pay all expenses it incurs in connection with its activities under the New Sub-Advisory Agreement. There will be no increase in the advisory fees paid by the Portfolio to the Adviser as a consequence of the appointment of Allspring as sub-adviser to the Portfolio and the implementation of the New Sub-Advisory Agreement.

The New Sub-Advisory Agreement was approved for an initial term of two years. Thereafter, a continuance will require the annual approval of the Board, including the Independent Directors. The New Sub-Advisory

Agreement may be terminated at any time, without payment of penalty by (i) the vote of a majority of the Board or the vote of the majority of the outstanding voting securities of the Portfolio; (ii) the Adviser, upon 60 days’ prior written notice; or (iii) Allspring, upon not less than 90 days’ written notice to the Portfolio and the Adviser. The New Sub-Advisory Agreement provides for automatic termination in the event of an assignment, except as otherwise provided by applicable law or the Exemptive Order, or upon the termination of the Advisory Agreement.

The New Sub-Advisory Agreement provides that, in the absence of a breach of its fiduciary duty with respect to the receipt of compensation of services, or willful misfeasance, bad faith or gross negligence in the performance of its duties or reckless disregard of its obligations and duties thereunder, Allspring will not be liable for any error of judgment or any loss suffered in connection with its activities as sub-adviser to the Portfolio.

MANAGEMENT

Mason Street Advisors

The investment adviser for the Portfolio is Mason Street Advisors, LLC, a wholly-owned subsidiary of Northwestern Mutual. Mason Street Advisors’ address is 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202. Northwestern Mutual shares the same address. In addition to the Series Fund, Mason Street Advisors may provide advisory and/or related services to Northwestern Mutual and certain of its affiliates. As of December 31, 2021, Mason Street Advisors had over $31 billion in assets under management.

Pursuant to the Advisory Agreement, subject to the supervision of the Board, Mason Street Advisors manages the investment and reinvestment of the assets of the Series Fund’s portfolios and determines the composition of the assets of the portfolios, including the purchase, retention or sales of the securities and cash contained in the portfolios. In so doing, the Adviser may hire one or more sub-advisers to carry out the investment program of the Series Fund. The Adviser also administers the Series Fund’s corporate affairs. The Advisory Agreement provides that Mason Street Advisors will provide or procure certain services for the Series Fund and permits Mason Street Advisors to delegate some or all administrative contractual obligations to others, including affiliates. Pursuant to the Advisory Agreement, the Adviser has agreed to assume: (i) expenses incurred by it in connection with managing the investment advisory and administrative operations of the Series Fund (such as office space, facilities and equipment); (ii) fees and expenses of the personnel of the Adviser and the Series Fund (except compensation, fees and expenses of the Independent Directors and the compensation, benefits and expenses of the Series Fund’s Chief Compliance Officer and his or her compliance staff that relate to fund compliance functions); (iii) fees of the sub-advisers appointed by the Adviser; and (iv) expenses the Adviser otherwise agrees to assume pursuant to the advisory fee waiver agreement with the Series Fund discussed below.

For services to the Portfolio, the Portfolio pays the Adviser a fee based on the average daily net assets at the rate of 0.30%. The Adviser has entered into a written agreement to waive a portion of its management fee related to the Portfolio such that the fee is 0.30% on the Portfolio’s first $2 billion of average net assets and 0.28% on average net assets over $2 billion. The advisory fee waiver agreement described above may be terminated by the Adviser at any time after April 30, 2022. After giving effect to the advisory fee waiver agreement, the Adviser received advisory fees of $9,971,973 from the Portfolio for the fiscal year ended December 31, 2021.

The Advisory Agreement provides that the Adviser will not be liable for any act or omission or any loss suffered by the Portfolio in connection with the matters to which the Advisory Agreement relates, except for a loss resulting from the Adviser’s willful misfeasance, bad faith, gross negligence or reckless disregard

of its obligations or duties under the Advisory Agreement. The Advisory Agreement will continue in effect only so long as such continuance is specifically approved at least annually in conformity with the Investment Company Act of 1940, as amended. The Advisory Agreement may be terminated at any time without payment of penalty by: (i) a vote of the Board or by the vote of a majority of the voting securities of any portfolio, upon 60 days’ written notice to the Adviser; or (ii) the Adviser, upon 90 days’ written notice to the Series Fund. The Advisory Agreement will terminate automatically upon its assignment.

The Advisory Agreement was last approved by the Board, including a majority of the Independent Directors, on February 24, 2021. The beneficial shareholders of the Series Fund last approved the Advisory Agreement on April 17, 2012.

The following chart lists the names and principal occupations of the directors and principal executive officers of Mason Street Advisors. The address for each, as it relates to that person’s position with Mason Street Advisors, is 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202.


Name	Position with Adviser	Principal Occupation
Ronald P. Joelson	Director and Chairman of the Board	Executive Vice President, Chief Investment Officer of Northwestern Mutual
David J. Drury	Director	Partner, WING Capital Group
Evamarie Schoenborn	Director	Vice President – Investment Products and Services Northwestern Mutual President, Northwestern Mutual Wealth Management Company
Bonnie L. Tomczak	Director and President	President of Mason Street Advisors and Vice President – Advisory Programs, Northwestern Mutual Wealth Management Company
Brent G. Schutte	Chief Investment Officer	Chief Investment Officer, Northwestern Mutual Wealth Management Company
Paul A. Mikelson	Vice President – Product and Administration, Treasurer	Vice President – Product and Administration, Treasurer (Adviser)
David B. Kennedy	Secretary	Assistant General Counsel of Northwestern Mutual
Michael J. Conmey	Chief Compliance Officer	Chief Compliance Officer of Mason Street Advisors and Northwestern Mutual Series Fund, Inc.

Certain officers or Directors of the Series Fund serve in the capacity of director, officer and/or employee of the Adviser. The following chart lists these individuals and their positions with the Series Fund and the Adviser. The address of each officer of the Series Fund listed is 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202.


Name	Position with Series Fund	Position with Adviser
Brent G. Schutte	Vice President - Investments	Chief Investment Officer
Garrett D. Aird	Vice President - Investments	Vice President - Investments
James E. Fleming	Vice President - Investments	Vice President - Investments
Rod A. Schmucker	Vice President - Investments	Vice President - Investments
Michael J. Conmey	Chief Compliance Officer	Chief Compliance Officer
David B. Kennedy	Assistant Secretary	Secretary
Lesli H. McLinden	Secretary	Assistant Secretary
Ronald P. Joelson	Director and President	Director, Chairman

Allspring Global Investments, LLC

Allspring Global Investments, LLC (“Allspring”), 525 Market Street, San Francisco, California 94105, serves as sub-advisor to the Portfolio under the New Sub-Advisory Agreement. As of September 30, 2021, Allspring’s assets under management were approximately $488 billion.

The following chart lists the names and principal occupations of the directors and principal executive officers of Allspring. The address for each, as it relates to that person’s position with Allspring, is 525 Market Street, San Francisco, California 94105.


Name	Position with Sub-Adviser	Principal Occupation
Sallie Clements Squire	Chief Operating Officer	Chief Operating Officer
Francis Jon Baranko	President and Chief Investment Officer – Global Fundamental Investments	President and Chief Investment Officer – Global Fundamental Investments
Karin Lynn Brotman	Chief Compliance Officer	Chief Compliance Officer
Molly Festa McMillin	Chief Financial Officer	Chief Financial Officer

Allspring provides investment advisory services to the funds listed below, which have investment objectives and strategies similar to that of the Portfolio. While the investment objectives and strategies of the funds listed below may be similar to those of the particular Portfolio with which it is compared, the nature of services provided by Allspring may be different.


Comparable Fund for Select Bond Portfolio	Sub-Advisory Fee	Assets Managed as of September 30, 2021 (millions)
Allspring Core Bond Portfolio	First $100 million-0.20%; Next $200 million-0.175% Next $200 million-0.15% Over $500 million-0.10%	$5,522.5
Sub-Advisory Client 1 (A)	Flat 0.10%	$2,480.3
Sub-Advisory Client 1 (B)	Flat 0.10%	$1,043.5
Sub-Advisory Client 2 (A)	First $200 million 24 bps Next $200 million 19 bps Next $600 million 12 bps Next $1,000 million 11 bps Over $2,000 million 10 bps	$1,011.8 (assets to be combined with assets of account B below)
Sub-Advisory Client 2 (B)	First $200 million 24 bps Next $200 million 19 bps Next $600 million 12 bps Next $1,000 million 11 bps Over $2,000 million 10 bps	$1,776.8 (assets to be combined with assets of account A above)
Sub-Advisory Client 3	Assets below $500 million 0.18% on all assets; Assets $500 million - $1.3 billion 0.14% on all assets; Assets $1.3 - $3.5 billion 0.11%; Assets above $3.5 billion 0.0925% on all assets	$3,037.6 (assets combined with another account with the same PM team, not reflected here)

SHARES OUTSTANDING AND OWNERSHIP OF SHARES

All of the outstanding shares of the Portfolio are owned by Northwestern Mutual. Northwestern Mutual holds title to these shares for its separate investment accounts (either directly or indirectly through one or more underlying Series Fund portfolios operating as an affiliated fund of funds) used for funding variable annuity contracts and variable life insurance policies.

The following table shows the allocation of shares of the Select Bond Portfolio among the separate investment accounts and the underlying Series Fund portfolios as of December 31, 2021.


NML Variable Annuity Account A	115,121,788	shares	4.2	%
NML Variable Annuity Account B	1,597,795,453	shares	58.5	%
NML Variable Annuity Account C	5,258,883	shares	0.2	%
Northwestern Mutual Variable Life Account	232,141,440	shares	8.5	%
Northwestern Mutual Variable Life Account II	41,957,776	shares	1.6	%
Balanced Portfolio	688,900,019	shares	25.2	%
Asset Allocation Portfolio	49,304,786	shares	1.8	%
Total	2,730,480,145	shares	100	%

The amount beneficially owned by the Directors and officers as a group is less than 1% of the Portfolio.

AFFILIATED BROKERAGE TRANSACTIONS

The Portfolio did not make any payments to an affiliated broker for the fiscal year ended December 31, 2021.

DISTRIBUTION

The Series Fund has no principal underwriter or distributor. The Series Fund sells its shares directly to Northwestern Mutual’s insurance company separate accounts to fund variable annuity and variable life insurance products issued by Northwestern Mutual.

OTHER INFORMATION

Annual and Semi-Annual Reports

Free copies of the Series Fund’s current annual and semi-annual reports may be obtained by writing to Northwestern Mutual, 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202, calling the following toll-free telephone number: 866-910-1232 or sending an email to vavldocrequest@northwesternmutual.com.

Shareholder Proposals

The Series Fund is not required to hold annual meetings of shareholders, and therefore it cannot be determined when the next meeting of shareholders will be held. Shareholder proposals to be presented at any future meeting of shareholders of the Series Fund must be received by the Series Fund within a reasonable time before the Series Fund’s solicitation of proxies for that meeting in order for such proposals to be considered for inclusion in the proxy materials related to that meeting. The Series Fund will

not incur expenses in connection with this Information Statement. Mason Street Advisors and/or an affiliate will pay the expenses, including the printing, distribution, legal fees and out-of-pocket expenses.

Householding

Only one copy of the Notice may be delivered to multiple contract owners who have an allocation to the Portfolio sharing the same address, unless Northwestern Mutual has received contrary instructions. Additional copies of the Notice may be requested by calling Northwestern Mutual at 866-910-1232, sending an email to vavldocrequest@northwesternmutual.com or by writing to 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202. Contract owners sharing an address with an allocation to the Portfolio who received a single copy of the Notice and who wish to receive separate copies of future notices, or contract owners sharing an address that received separate copies of the Notice and who wish to receive a single copy of future notices, can make the request by contacting Northwestern Mutual at the same address, telephone number, or email address as set forth above.

Northwestern Mutual Series Fund, Inc.

720 East Wisconsin Avenue

Milwaukee, Wisconsin 53202

Select Bond Portfolio

IMPORTANT NOTICE OF INTERNET AVAILABILITY OF INFORMATION STATEMENT

This Notice presents only an overview of the more complete Information Statement that is available to you on the internet relating to the Select Bond Portfolio (the “Portfolio”) of Northwestern Mutual Series Fund, Inc. (the “Series Fund”). The Series Fund is not soliciting proxy or consent authority, but is furnishing the Information Statement pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as amended. We encourage you to access and review all of the important information contained in the Information Statement.

As the owner of a variable annuity contract or variable life insurance policy with assets invested in the Portfolio as of October 31, 2021 (record date), the Information Statement is available for you to view. The Information Statement details the recent hiring of a new sub-adviser for the Portfolio. Specifically, the Board of Directors of the Series Fund (the “Board”) determined to appoint and approved the selection of Allspring Global Investments, LLC to serve as the sub-adviser to the Series Fund’s Select Bond Portfolio. This change became effective on November 1, 2021. Mason Street Advisors, LLC (“Mason Street Advisors”), the Series Fund’s investment adviser, will continue to serve as the investment adviser for the Portfolio.

Mason Street Advisors and the Series Fund have received an exemptive order from the U.S. Securities and Exchange Commission that allows Mason Street Advisors to hire, terminate or replace sub-advisers to the Portfolios without shareholder approval, subject to certain conditions and Board approval (the “Manager of Managers Order”). The Manager of Managers Order requires that an Information Statement be provided to you.

By sending you this Notice, Mason Street Advisors and the Series Fund are making the Information Statement available to you online in lieu of mailing you a copy. The full Information Statement will be available on the following website until July 1, 2022: www.nmseriesfund.com. You can access, view and print the Information Statement by clicking on the direct link to the Information Statement that appears at the bottom of the webpage under the heading “Additional Documents.” A paper or e-mail copy of the Information Statement may be obtained, without charge, by calling 866-910-1232 or sending an email to vavldocrequest@northwesternmutual.com.

If you want to receive a paper or e-mail copy of the Information Statement,

you must request a copy by following the instructions above.

There is no charge to you for requesting a copy.

Northwestern Mutual Series Fund DEF 14CInformation statement